Panther Securities Annual Report 2020

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FY2020 Annual Report · Panther Securities

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ANNUAL REPORT &
FINANCIAL STATEMENTS

2020

Company number 00293147

Andrew Perloff

(Chairman &
Chief Executive)

Joined: 1972

Simon Peters

(Finance
Director)

Joined: 2004

John Perloff

(Executive
Director)

Joined: 1994

Peter Kellner

(Non-Executive
Director)

Joined: 1994

Bryan Galan

(Non-Executive
Director)

Joined: 1994

Raphael Rotstein

Jack Bispham

(Assistant to
Finance Director)

Joined: 2017

(Joint Head of
Property)

Joined: 2011

Richard Swan

(Joint Head of
Property)

Joined: 2010

Anthony Kellner

(Solicitor)

Joined: 2006

Hyam Harris

(In-House Legal
Advisor)

Joined: 1985

Vandana Shah

Jasper Pagud

(Finance
Controller)

Joined: 2017

(Junior
Surveyor)

Joined: 2020

Ingrid Tack

(Architectural
Technician)

Joined: 2019

Lee-Anna Mayers

Tara Norrington

(Property
Manager)

Joined: 2014

(Property
Administrator)

Joined: 2018

Yvonne Headlam

(Reception)

Joined: 2005

Marsha Vaknine

(PA to Chairman)

Joined: 2017

Kerry Howard

(PA to Chairman)

Joined: 1988

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Contents

Review of the Year

Directors, Secretary and Advisors

The Year in Brief

Chairman’s Statement

Chairman’s Ramblings

Governance Report

Group Strategic Report

Directors’ Report

Corporate Governance

Financial Report

Independent Auditors’ Report on the Consolidated Financial Statements

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 Financial Statements

Parent Company Statement of Financial Position

Parent Company Statement of Changes in Equity

Notes to the Parent Company Financial Statements

Shareholder Information

Notice of Annual General Meeting

Fifty Year Review

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Directors, Secretary and Advisors

Directors

Andrew Stewart Perloff (Chairman and Chief Executive)
Bryan Richard Galan (Non-executive)*
Peter Michael Kellner (Non-executive)*
John Henry Perloff (Executive)
Simon Jeffrey Peters (Finance)

Company Secretary

Simon Jeffrey Peters

Registered Office

Unicorn House, Station Close, Potters Bar, Herts, EN6 1TL

Company number

00293147

Website

www.pantherplc.com

Auditor

Crowe U.K. LLP
55 Ludgate Hill, London, EC4M 7JW

Bankers

HSBC Bank PLC
31 Holborn, London, EC1N 4HR

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

Shawbrook Bank Ltd
PO Box 878, Newport, NP20 9LJ

Nomad, Financial Advisors
and Joint Brokers

Allenby Capital Limited
5 St Helen’s Place, London, EC3A 6AB

Joint Brokers

Raymond James Investment Services
Ropemaker Place, 25 Ropemaker St, London, EC2Y 9LY

Registrars

Link Group
Central Square, 10th Floor, 29 Wellington Street, Leeds, LS1 4DL

Solicitors

Howard Kennedy LLP
1 London Bridge, London, SE1 9BG

Fox Williams LLP
10 Finsbury Square, London, EC2A 1AF

DMH Stallard LLP
6 New Street Square, New Fetter Lane, London, EC4A 3BF

Brodies LLP
110 Queen Street, Glasgow, G1 3BX

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

* Member of the Audit Committee and Remuneration Committee

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

The Year in Brief

Revenue – rents receivable

Profit/(loss) before tax

Total comprehensive income/(loss) for the year

Net assets of the Group

Earnings/(loss) per 25p ordinary share
Basic and diluted – continuing operations

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

Net assets attributable to ordinary shareholders per 25p ordinary share

* 6p interim to be paid in July 2021 and 6p final is due to be paid in October 2021.

2020
£’000

13,051

2,573

2,357

86,242

2019
£’000

14,226

(4,963)

(4,240)

84,946

14.9p

(23.1)p

12p*

488p

12p

480p

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Statement

I am pleased that I am able to present the results for the
year ended 31 December 2020, which, by anybody’s view,
has been a most unusual year.

Most of our tenants have had a torrid time due to the
Covid-19 pandemic and the numerous changing
government actions, rules, and regulations brought in to
protect its citizens often in ways not easily understood by
the majority, and often the minutiae of the rules not
seemingly logical.

The restricted number of businesses deemed essential
that were allowed to open their doors for trade may have
done much better than normal, and many of those that had
to close, even temporarily, have had financial problems.

The government stepped up to the mark with numerous
financial reliefs,
loans, and even paying furloughed
employees wages to an average wage limit so that the
country’s private sector did not go bankrupt, but of course,
they could not and did not deal with all eventualities. In
particular, this caused the majority of landlords to be left to
fend for themselves to deal with many tenants who either
did not receive any help or more likely insufficient help to
overcome the financial effects of forced closure. Thus our
results, to my mind, have shown a remarkable resilience
when you consider the year’s problems.

The profit for the year ended 31 December 2020 was
£2,573,000 before tax, compared to a loss before tax of
£4,963,000 for the previous year.

rental

Our
receivable amounted to £13,051,000
compared to the previous year’s £14,226,000 and as so
often is the case, the profit or loss figure is accentuated
by the non-cash valuation movements.

The independent revaluation of our charged portfolio, the
majority of which was carried out by Messrs Carter Jonas,
showed an improved value of £6,146,000 largely bolstered
by the increased value of our industrial investments and
properties with residential development value, whereas
some retail properties have fallen in value.

The swap liability has risen by £5,498,000 due to future
expected interest rates having fallen further as at the
year-end. Our profit figures have also taken into account
an increase of circa £1,100,000 to the bad debt provision,
which was considered prudent by the Board whilst the
pandemic and restrictions are still running, and its financial
effects not fully known.

During the year, we gave about 67 different tenants
concessions, totalling about £315,000 in rent waivers.
Additionally, we gave a number of concessions by way of
deferred payment arrangements and also allowed some
tenants to utilise part of their deposits that we hold
towards current rent due.

All concessions were independently negotiated to suit
the particular individual circumstances of our large variety
of tenants.

It is of course irritating that our own freehold landlords,
being mainly Councils who receive about £675,000 per
annum in ground rent and separately but in addition
business rates from us, even on vacant properties, have
failed to give us the slightest concession, even when
government issued a formal code of conduct saying
they should!

To harass landlords’ further the government has made it
illegal for landlords to take legal action to collect rents.

If a shop trader is forced to close because of an
emergency government edict, even when they are
relieved of business rates under a Covid-19 concession
and circumstances are still so bad that the trader vacates
the premises the business rates fall back onto the landlord
who then has to pay full business rates. Is this not an
obvious abuse of the rules of fairness in taxation?

Disposals

55 West Street Southport

We sold a small freehold warehouse in West Street,
Southport, formerly used by Beales Southport store, for
£250,000 which showed a small profit.

5 Hall Road Maldon

This small freehold factory was sold to the tenant for
£350,000 showing a profit on book value.

43/45 Main Street Coatbridge

This property was destroyed by a fire in 2015, and shortly
thereafter we received insurance claim proceeds to
its then full value, which has been accounted for in
previous accounts.

However, the remaining freehold of the cleared site was
sold to the local council for £112,500 well in excess of its
book value.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Statement continued

Acquisitions

Bedford

In April 2020 we purchased under a previous long-term
agreement, the freehold of 26-36 & 3-5 Harpur Street,
Bedford, a former Beales store, situated in the best
position in Bedford. The cost was £3,475,000 including the
excessive stamp duty payable. We consider the rental
value is about £250,000 p.a. for the ground floor alone and
have planning consultants working on the planning
applications needed to convert the upper parts for up to
thirty two flats.

Wickford

We were able to buy back a block of four dilapidated long
leasehold factory units in Wickford, totalling 20,000 sq.ft.
for a total cost of £320,000. We already owned the
freeholds being part of our Wickford Industrial estate,
which totals 25 units. These four units were part of a
separate 1.5 acre freehold site on which we had previously
obtained planning permission for residential development,
but this planning permission required the acquisition of
two adjoining freehold units owned by different owners,
which is now regarded as unlikely.

We now have the ability to rebuild modern warehouse/
industrial units totalling about 30,000 sq.ft. on this site for
which there is strong demand. This is expected to be a
profitable scheme as industrial
rentals have risen
considerably since our original residential proposals.

Developments

Broadstairs

During this account period we show £1,746,000
development costs in Broadstairs, the ground floor of
which has been pre-let as a Tesco Express store for
£55,000 p.a. We intend to hold the property as a long-
term investment, thus the twelve newly built flats above,
some of which have sea views will be let after completion.
Progress on this site progressed surprisingly well. In my
last interim statement, I expected completion of the
developments at the end of January 2021. This has been
delayed by the Council’s sensible requirement that all
three utilities should be dealt with at the same time so as
to disturb the recently renewed road surface as little as
possible, and also demanding a large payment for
resurfacing after the works completion. Of course, the
Council had known about
for
approaching 18 months and could have delayed their

the development

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works until near completion. However, completion should
happen soon. When fully let and occupied, this entire
property should produce an additional £160,000 p.a. rents
receivable for the Group.

Swindon

We are pleased that at long last our subsidiary company,
CJV Properties Ltd has received two separate planning
permissions one for a leisure/restaurant two storey
development and the other ground floor retail/leisure
units and 8 floors above in a tower block with
68 residential units, which is subject to agreeing any
Section 106 payments that may be required. This
property is held on a medium term leasehold from the
local authority at a ground rent, but to facilitate this
development the Council have agreed terms for a new
250 year lease at a percentage of the rental income from
the commercial part of the scheme. Solicitors are already
instructed and dealing with this lease extension.

Tenant Activity
There has been a considerable amount of activity with our
tenants with 18 residential tenants vacating against 24 new
lettings. The commercial tenancies provided 57 tenants
vacating with 52 new lettings or tenancy renewals.

The effect of this considerable activity was that there will
be about £210,000 income loss on an annualised basis.
Now that retail lockdown has ended, we are hopeful there
will be a surge in trade that encourages an army of
entrepreneurs to take premises for new enterprises. This
does not include the cost of Covid-19 concessions or loss
of income from Beale’s in which the liquidator offered
leases for surrender but they have not yet been accepted
to save holding costs.

Beales Stores
Many people, including surveyors, valuers, banks and
accountants have been fearful of the problems of vacant
properties and have given cautious and low valuations on
these type of properties. However, we see this differently
as at their reduced values, with proper care and attention,
they have potentially much bigger scope for appreciation
as and when they are brought back into full use, probably
after different trades are implemented and occupied on
rental or otherwise. Thus the early results on this minor
group of our property portfolio is already beginning to
show promise.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Statement continued

Included in these figures is a new letting of the Beale’s
former Lumley Road, Skegness store to a rent that rises to
£150,000 at the fifth year.

Subsequent to our year-end, a section of the former
Beale’s store at Keighley has been let to the Department
of Work and Pensions as a Job Centre at £55,000 per
annum. We still have the major part of the vacant space
available for letting within this Keighley store, which is part
of the town’s main shopping centre.

We expect to make further headway in replacing the
£890,000 p.a. rent lost from our former tenant, Beale’s. I
have previously mentioned the car parks attached to
Beale’s and these should in due course, produce a good
income but the various lockdowns prevented them
producing their full potential. There are, of course, a
number of negotiations continuing for many of the other
former department stores.

Post Balance Sheet Events
In January 2021, we exchanged contracts to purchase
freehold factory and warehouse of
a substantial
approximately 96,000 sq.ft. of usable space situated in
approximately six acres of industrial land. The contract
price agreed is £3,300,000 with a delayed completion of
between 15 and 30 months until the completion of the
vendors’ new building. Should it be necessary for a further
delay, the vendors will pay a rent of £340,000 per annum
until they vacate.

This purchase will tilt our portfolio towards more
industrial investment.

Staff
The Covid-19 pandemic presented difficulties with
running our office and its usual smooth management
operations, and we thus implemented the furlough
scheme for a number of our staff.

At the beginning of 2019, we took on a new software
management system specially designed for property
companies. In using this system more intensely we found
that we could manage with three fewer staff. We wish
them every success for their future careers. Additionally,
Hyam Harris who had been with us for 32 years has moved

to part-time and, additionally, Ram Patel has retired after
twenty-nine loyal years. I would like to thank them all for
their diligence and excellent company spirit throughout
their time with us.

It is intended that Simon Peters, who has been Finance
Director for over fifteen years, and played a major part in
keeping the Group on a steady course, will step up to be
Chief Executive Officer as from 1 January 2022 thus
relieving me of some of my responsibilities, despite
numerous requests for me to fully retire, entirely from my
wife, which seemed to cease towards the end of the first
lockdown. Thus I will be able to continue to work for similar
hours concentrating on all matters that are most
appropriate to my skills as Executive Chairman.

Loans
We are at an advanced stage of renewing our current
facilities which, following a three-month extension, expire
in July 2021. All terms for a three-year £66 million term
loan are agreed and credit approval has been obtained, but
finalisation is now dependent on the speed of action of our
respective solicitors. We maintain a strong cordial
relationship with our longstanding club lenders and will
update shareholders when the new facility is in place in
due course.

Swap restructuring
Subsequent to our year end in February 2021 the Group
paid £5 million to vary a long-term swap agreement. The
agreement varied was an interest rate swap fixed at 5.06%
until 31 August 2038 on a nominal value of £35-million and
has circa 17.5 years remaining. Following the Group’s
variation, the Group’s fixed rate will drop on 1 September
2023 to 3.40%, saving the Group £581,000 pa in cash flow
until the end-point of the instrument.

At 30 April 2021, there was a swap liability reduction
compared to that shown at the year-end of £15.6 million
due to the combination of our purchase of the variation of
this swap and also an upward spike in medium and long
term interest rates, thus improving our net asset value by
71p per share (after taking account of the tax effect)
which, of course, will continue to fluctuate.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Statement continued

Cash
We have collected circa 80% of our pre Covid-19 rental
income level since the first lockdown. This is more than
sufficient to pay all current interest charges and other
running costs. We had been conserving cash, which stood
at over £9 million at the year-end and therefore, we are
still prepared to consider property proposals that offer
above average secure income prospects. I suspect there
will be many possibilities in these unprecedented times.

Dividends
We paid a final dividend of 6p per share in respect of the
financial year ended 31 December 2019 on 7 September
2020. As announced in May 2021, the Directors have
declared a 6p interim dividend for the year ended
31 December 2020, payable on 2 July 2021, and proposed
a final dividend for 2020 of 6p per share, payable on
14 October 2021, subject to shareholders’ approval at
the AGM.

Finally, I would like to thank our small but dedicated team
of staff, growing team of financial advisers, legal advisers,
agents and accountants for all their hard work during the
past year. Special thanks and good wishes to our tenants
and I hope they are able to overcome the present troubled
environment and make a full recovery when business is
back to normal.

Andrew S Perloff
Chairman

25 May 2021

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

there were about 25 different of the most common world
stamps in their many hundreds of each. This was a
puzzlement for me, as obviously I knew I could only put out
a small number in my booklet before my customers would
discontinue requesting my approval booklets.

Having pondered this situation I decided the best option
was to make up packets in small cellophane envelopes and
stuff them full with about 3-4 of each of the 25 or so
different types. I priced each packet at 6p, then took them
to my two friendly dealers and suggested that if they took
a box of 100 envelopes, they could have them at 4p each
on a sale or return basis. I would check their sales each
week and top up to the 100 and they would only pay me
for sales made.

This went on for about three months when inevitably they
said all their regular customers had exhausted their
I may have
interest in these run of the mill stamps.
received about £15 back. Elsewhere the stamp approval
business was still doing well.

Chairman’s Ramblings

My first proper business was a stamp approval business I
started in my early teens. I was already a collector and a
regular visitor to our tiny local stamp dealer’s shop that
was run solely by an old man, and another shop nearby
selling old railway magazines and railway memorabilia
specialist shop, which fortuitously as a side line sold
stamps as well.

Due to my frequent purchases, I became friendly with both
traders and they would often tempt me with offers of job
lots both more interesting and at much cheaper prices
than individual stamp prices.

I decided to try trading myself and bought some small
notebooks, stuck stamps in with some sort of order using
stamp hinges and with the help of a couple of old Stanley
Gibbons stamp catalogues and a pencil, would price each
stamp individually underneath, my pricing being about one
quarter of the catalogue price.

My first advert was in the Exchange & Mart in the
collectors section under “Star Stamp Approvals at a
quarter of the catalogue price” began to receive a number
of enquiries. I then posted a booklet of stamps to about
eight people and relied on trust that they would take the
stamps they wanted/needed, tot up the prices and send
their payment by cheque, postal order or cash and
hopefully request another booklet or two.

I was doing quite well, probably making over £10 per week
profit and thus expanded my buying from my two shop
sources, school friends and junk shops.

About 4 months after I had started becoming more
confident I began examining the other advertisers to see
what opportunities were on offer. One day I noticed an
advert for a large box of mixed stamps, still mostly on
envelopes or stuck to the paper. This excited me so after
phoning the advertiser to discuss the size of the box, etc.,
I wrote sending my £25 in payment.

I was so excited when the box arrived. It was about the size
of four shoeboxes and indeed full of stamps. However,

Remaining stamps

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Ramblings continued

I told my father about my silly mistake and he told me a
story of his own.

Throughout the war and for some years afterwards there
was rationing of many things, especially food, and
although rationing gradually reduced, there was often
‘special offers’ to be had by knowledgeable job lot traders.

One of his friends was such a person who would buy job
lots of practically anything then sell to his trader clients
(maybe 30) who would then sell on the items in even
smaller parcels to their own clients.

One day he told my father about a large quantity of
wooden boxes each containing 1 gross (144) tins of
sardines. He had purchased over 200 boxes at the
equivalent price of 1p per sardine tin. He then sold them

to his sub-trader customers at 2p per tin, some he said
then sold them in smaller quantities (but whole boxes only)
to actual market traders at the equivalent of 3p per tin who
opened the boxes up and sold them at 4p per single tin
from their stalls.

Within a week, my father’s friend was inundated with calls
traders whose customers were
from the market
complaining the sardines were off. His reply to these
traders was “The sardines are for buying and selling, NOT
FOR EATING!”

My father then told me this was a lesson to remember and
to view and test what you buy before actually paying
for anything.

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The sardines are for buying and selling, NOT FOR EATING

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Ramblings continued

This advice was taken to heart and remembered when
some ten years later when (as a self-employed estate
agent just starting to buy properties on my own behalf) I
saw an advert in the Exchange & Mart (once again) for a
property with land for sale.

Advertised as 4 acres of land close to the sea adjoining the
beach with eight holiday cabins situated upon it, some in
need of repairs. It was on the Isle of Wight, priced at £8,000
for the entire freehold estate, which, at that time, we could
just afford, and seemed very cheap. With the confidence
of youth and my complete lack of knowledge of the
location, the Isle of Wight property market and also
complete lack of understanding of building repairs, was
confident I could renovate and let or sell individual cabins
at a profit.

It was my first time visiting the Isle of Wight and thus I set
off driving with great expectations, excitedly taking the
ferry across from Southampton, and eventually finding the
site and cabins.

There were indeed eight cabins and probably about 4
acres of land very close to the beach – a little too close.
The land was originally on cliffs overlooking the beach but
the cliffs had eroded and slipped down even nearer the
beach so that most of the land was at about a 60 degree
angle to the beach! Whilst I have often voiced that I like
property with angles, certainly not that type! All of the
cabins were built on concrete bases, four of which had
broken in half and sloped down towards the beach. The
others mostly had signs of cracking and looked like they
too would finish up like the first group – unrestorable and
likely to join the mermaids in a few years’ time!

After a short lunch to overcome my disappointment
about this disastrous property expedition I drove back to
London, never
forgetting that you should always
investigate any property purchase before paying out
substantial funds.

These few memories have always remained with me and
if a proposition looks too good to be true, instinct tells me
it’s probably not true!

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Ramblings continued

In one of my ramblings I seem to recall writing about the
Weimar Republic in Germany after the First World War
whose financial circumstances made them print vast
amounts of extra paper money that was not backed by
any real assets or reserves.

will know it as “The Kings New Clothes” where two
confidence tricksters convinced a gullible and self-
important but powerful King they could make him the
most magnificent outfit for a forthcoming special
occasion.

There was monumental inflation meaning all prices rose
to meet the increased volume of paper money.

At that time I felt there was likely in due course to be high
inflation due to our government’s quantitative easing, i.e.,
printing money. It did not happen then but now I notice in
some areas of the economy it has. Many of the industries
of the future, i.e., high tech companies, are valued at
extremely high, almost unbelievable valuations, many not
yet making a profit and often open to new competition.

I will mention just two for illustrative purposes, one a form
of currency, Bitcoin, which is traded and used over the
internet where each person’s holding is protected by a
personal digital code. This psuedo currency is valued at
about one trillion pounds in total, is unregulated and relies
on people to buy into its value without a government
guarantee of any form, no known reserves of gold or
currency and no access to any country’s taxpayers to
underwrite it if it were in trouble. Definitely an asset very
useful to criminals due to the anonymity of its transaction,
open to complete loss of value if you lose or forget your
code. Probably open to fraud even easier than our present
banking system. Like the sardines only suitable for buying
and selling, not for investing.

Its value is solely derived from some bigger or richer mug
than yourself buying into the system.

To top it all, the second example is an exciting, ‘newish’ car
manufacturer producing a range of attractive but
expensive electric cars borne out of the world’s most
recent fad to save the planet from carbon emissions.

The company may have just started to make a profit, and
is valued at about 1,000 times a year’s earnings, making
the creator of this company on and off the world’s richest
person. The company, having amassed huge sums from
new investors, not profits, was able to buy 1.5 billion
dollars’ worth of ‘Bitcoins’ thus creating further exciting
interest in this imaginary currency. I believe the richest
man in the world has titled himself the ‘Techno-King’.

This reminded me of one of Aesop’s fables penned many
years ago. I won’t give you the whole story as most of you

The King gave them gold and silver to buy all the very rare
materials they said they required and they took an
inordinate time making these clothes with many fittings
where nothing was visible. They convinced the King and
courtiers that only clever and wise people would be able
to see the clothes and material so no-one dared to say
anything to the all-powerful King. Word got around the
kingdom about the wonderful but invisible clothes that
looked so magnificent but only to the cleverest people.

The procession for the country’s celebration came and
the streets were lined with most of the population whilst
the King strode down the streets proudly showing off what
he believed was his magnificent new outfit and all the
population ‘oohed and aahed’ the King’s new clothes.
However, one small boy looked at the King and shouted
out “Look, the King has got no clothes, I can see his willy”
and laughed uproariously. Then everyone else realised
that they were seeing this truth and also started laughing.

The King never caught the tailors as they were long gone
from the principality with their loot and the King became
the laughing stock forever more.

Cartoon by Jonathan Pugh from the Daily Mail 31st March 2021

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Chairman’s Ramblings continued

I believe the made up currencies sometime soon will
collapse, as will many tech companies, share valuations
and there will be a huge loss of real money.

When big losses happen, whether by fraud or disaster, or
government incompetence, people are often forced to
sell the good and reliable assets to cover their losses
which creates a downward spiral in all asset values.

So when I see the massive increases in some companies’
share price or the huge values the market places on make
believe currency, I remember the box of stamps, the
cabins slipping down the cliff and the stinky sardines that
no-one could eat!

Yours

Andrew S Perloff
Chairman

25 May 2021

P.S. My ramblings were prepared in January/February but
due to Covid delays my predictions appear to be starting
to be realised.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Group Strategic Report

About the Group
Panther Securities PLC (“the Company” or “the Group”)
is a property investment company quoted on the AIM
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 900 individual property
units within over 150 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 and manages 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 net
asset value and dividend per share, from a consistent and
sustainable rental income stream.

Progress indicators
Progress will be measured mainly through financial
results, and 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 well maintained.

Key ratios and measures

Gross profit margin (gross profit/turnover)

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

Interest cover**

Finance cost rate (finance costs excluding
lease portion/average borrowings for the year)

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

Net assets value per share

Earnings/(loss) per share – continuing

Dividend per share

Investment property acquisitions

Investment property disposal proceeds

2020****

2019****

2018****

73%

42%

76%

41%

71%

39%

2017

71%

45%

1.34 times

2.14 times

4.17 times

2.37 times

7.0%

7.8%

488p

14.9p

12.0p

£5.5m

£0.7m

7.1%

8.8%

480p

(23.1)p

12.0p

£8.1m

£1.1m

6.6%

6.4%

7.7%

532p

39.9p

7.1%

516p

120.2p

27.0p***

22.0p***

£3.9m

£40.8m

£8.9m

£2.2m

***

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 (excluding lease portion)

Includes 2018:15p (2017:10p) per share special dividend

**** IFRS 9 and 15 have only been reflected in these figures the 2017 prior year figure not restated. IFRS 16 has only been reflected in 2019 and 2020,

the 2017 and 2018 prior year figures not restated.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Group Strategic Report continued

Business review
The Group’s underlying performance was very much
affected by the COVID-19 pandemic and also the demise
of its tenants, JE Beale Ltd (“Beales”) in January 2020
(which provided circa £887,000 of annual income). The
lower income and three times larger bad debt charge
during 2020 led to Operating Profit dropping by
£2.34 million, circa £1 million of this is unlikely to be
repeated in future years, as bad debts should return to
normal levels, as the effects of COVID-19 diminish and we
hopefully have no more lockdowns.

The property values held up following the independent
valuations and perhaps the directors were slightly
negative in the last two announced director valuations, but
both were very much prepared in the thick of the
pandemic (May and October 2020). The final notable
impact on the income statement was the worsening of
the swap liability by £5.5 million, but post year end there
has been a large reduction in this, one via our actions of
paying for a variation (explained later), but also a change in
market expectations of higher future interest rates
(leading to a lower liability).

On review of the cash flow statement, which the valuation
movements on the financial derivatives or the investment
properties do not impact, even in the pandemic with the
loss of a major tenant the business still generated a
healthy £2.6m of cash flow from its operating activities
(included in this was a refund of overpaid tax of 0.4m).

In terms of the statement of financial position the Group
saw improvement in its asset value with the net asset
value per share now being 488p (2019 – 480p per share).
The investment property valuation has benefited from the
growth in the value of industrial properties, which now
account for almost 30% of the portfolio by value. The
properties with residential elements or planning potential,
mainly in the south-east have also showed strong growth.
There was more of a mixed situation on the retail
properties. However we can see that the secondary local
shopping parades have held up well in the pandemic, as
the traders have managed to survive and some even
flourish as even though lockdowns meant closures, many
were considered essential, and most benefited from more
local footfall whilst people were not commuting into major
towns or city centres. We could see our smaller tenants
adapted better and were more flexible in their approach,
as well as the government help being more meaningful for
covering their fixed costs.

We feel the pandemic has proven that our business model
of
investing in a diversified selection of property
investments rather than specialising is the correct one
and provided adequate income for all our requirements.

It is still our view, as the economy opens up, that
secondary retail properties (which is a large part of our
portfolio – approximately 55% by value) will be less
affected by the seismic change to shopper’s habits. The
average secondary retail parade has a higher proportion
of businesses which are providing non-retail offerings
even though they are shops. This includes things such as
service providers, restaurants or take away use, or
convenience offerings, which are by their very nature less
affected than pure destination retail, by changing
consumer habits, and in many instances the Web even
provides additional opportunities i.e. being able to offer
their take away services via Just Eat etc. Even our pure
retail positions are mainly large blocks in the centre of
towns – which we believe will benefit from longer term
regeneration plans from the Government and local
councils for town centres. As such, if and when some retail
locations no longer work, we believe we can create value
from these sites with planning permission to eventually
give them other uses or purposes. In the meantime, they
continue in the most part to be strong cash contributors
providing high returns on initial investment.

Going forward

We highlighted two issues that would impact 2020 in the
2019 report and accounts being COVID-19 and demise
of Beales. These two issues will continue to be the largest
factors in 2021. However the former Beales properties
provide a lot of potential upside and should be considered
an opportunity. The down side is reflected in their
valuations, so we believe we can do well on this low base,
adding additional long-term income, and making some
capital profits on disposal. We believe the external
valuation was prudent but time will be the true judge.

The Chairman’s statement already explains some success
on the former Beales properties, and this was achieved in
a pandemic. We have less funds than we originally were
expecting on the renewal of our facility, as Lenders are less
confident after realising losses on certain large shopping
centres and in our view are not differentiating between
different parts of retail. Our experience is that there is
more of a nuance that lies in this sector, with many
different types of “retail” property investment and many

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Group Strategic Report continued

locations will continue to do well even with traditional
destination retail. Therefore future added value within the
business, will be proportionally be more home grown as
we have less finance to make wise acquisitions over the
next three years. The Group will have to unlock the value
contained within the portfolio, such as by obtaining
planning permissions on those with residential value and
through lettings of vacant space, including the former
Beales properties, which was difficult in 2020 with little
economic activity due to COVID-19. This is something we
of course always push for but there will be less distractions
from potential acquisitions and will be more important to
bring these existing opportunities forward.

•

COVID-19

In the 2019 report and accounts we stated “this has been
a much more challenging, wide spread and fast changing
situation than the business has ever faced before. We
believe for our size and within the property sector, we have
one of the most diverse and robust income streams. We
have such an array of tenants, spread over different
geographic locations, in different sectors, and lots of sizes
of traders, from sole traders to large multinational
corporates. One of the key characteristics of the business
that we have developed over many decades, in fact since
it recovered from the 1970s property crash, is ensuring a
strong diversified cash flow and this is reflected in our
investment decisions, which often show high returns,
generated from a spread of tenants. …... We do have
tenants such as supermarkets, chemists, takeaways, flat
tenants, convenience stores and certain industrial uses
still open for business who hopefully will pay their full rent”
even in lockdowns.

There are always uncertainties and COVID-19 was an
extreme example, uncertainties can affect property prices
in the short term, however the board continues to believe
we are protected by our portfolio’s diversity, experienced
management team, ability to adapt and by having access
to funds. We have low gearing levels, supportive lenders
and cash reserves.

During the pandemic, since the first lockdown from
23 March 2020, the Group has had an improving trend in
terms of rent collection. Of the invoices issued since that
date we have managed to collect circa 80% of the
invoiced income, which is decent performance by
most measures.

The Government has issued a clear stepped plan back to
“normality” and this should only assist the future
prospects of the Group.

Financing

The Group had a three month extension agreed to its
existing loan that would have expired in April 2021, to July
2021. The new terms have been agreed and credit
approval has been obtained. We see no reason for this
loan to not be in place by the expiry of the current
extension. The new facility is a £66 million facility and has
a three year term.

At the Statement of Financial Position date the Group had
£9.2m of cash funds, £12m available within the loan facility.

Financial derivative

We have seen a fair value loss (of a non-cash nature) in our
long term liability on derivative financial instruments of
£5.498m (2019: £0.997m fair value loss). Following this
loss the total derivative financial
liability on our
Consolidated Statement of Financial Position is £32.0m
(2019: £26.5m).

These financial
instruments (shown in note 27) are
interest rate swaps that were entered into to remove
the cash flow risk of interest rates increasing by fixing
our interest costs. We have seen that in uncertain
economic times there can be large swings in the
accounting valuations.

Small movements in the expectation of future interest
rates can have a significant impact on their fair value; this
is partly due to their long dated nature. These contracts
were mostly entered into in 2008 when long term interest
rates were significantly higher. In a hypothetical world if we
could fix our interest at current rates and term we would
have much lower interest costs. Of course we cannot
undo these contracts that were entered into historically,
without a significant financial cost, but for accounting
purposes these financial instruments are compared to
current market rates, with the additional liability compared
to the market rates, as shown on our Statement of
Financial Position.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Group Strategic Report continued

In 2018 the Company entered into a new 10 year fixed
interest rate swap agreement, with a £25,000,000 nominal
value which commences on 1 December 2021. The
swap’s interest rate is 2.131% which will come into
existence when the Company’s current £25,000,000 swap
with a rate of 4.63% ends, resulting in an annual saving of
circa £625,000. By entering this transaction, the Company
will have certainty that its interest costs from December
2021 will be significantly lower compared to its current
costs. However much of this benefit will be lost as the new
facility we are entering into has higher margin which takes
away most of the benefit gained.

In February 2021 the Company paid £5,000,000 to vary a
long-term swap agreement. The agreement varied was
an interest rate swap fixed at 5.06% until 31 August 2038
on a nominal value of £35m and has circa 17.5 years
remaining. Following the variation, the Group’s fixed rate
will drop on 1 September 2023 to 3.40% saving the
Group £581,000pa in cash flow until the end point of
the instrument.

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
and managing 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 with no hedge accounting applied. Mark-to-
market valuations on our financial instruments have been
erratic due to current low market interest rates and due
to their long term nature. These large mark-to-market
movements are shown within the Income Statement.

However, the actual cash outlay effect is nil when
considered alongside the term loan, as the instruments
have been used to fix the risk of further cash outlays due
to interest rate rises or can be considered as a method of
locking in returns (difference between rent yield and
interest paid at a fixed rate).

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.

Credit risk

The Company and Group have implemented policies that
require appropriate credit checks on potential tenants
before lettings are agreed. In many cases a 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 reduced
significantly due to the Group having a large spread of
tenants who operate in different industries.

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 exposure
of the Company and Group to inflation is low due to the
low cost base of the Group and natural hedge we have
from owning “real” assets. Price risk on income is
protected by the rent review clauses contained within our
tenancy agreements and often secured by medium or
long-term leases.

Liquidity risk

The Company and Group actively manage liquidity by
maintaining a long-term finance facility,
strong
relationships with many banks and holding cash reserves.
This ensures that the Company and Group have sufficient
available funds for operations and planned expansion or
the ability to arrange such.

Interest rate risk

The Company and Group have both interest bearing
assets and interest bearing liabilities. Interest bearing
assets consist of cash balances which earn interest at
fixed rate when placed on deposit. 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 generate cash). The Directors revisit the
appropriateness of this policy annually.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Group Strategic Report continued

Principal risks and uncertainties of the Group

The successful management of risk is something the
Board takes very seriously as it is essential for the Group to
achieve long-term growth in rental income, profitability
and value. The Group invests in long term assets and
seeks a suitable balance between minimising or avoiding
risk and gaining from strategic opportunities. The Group’s
principal risks and uncertainties are all very much
connected as market strength will affect property values,
as well as rental terms and the Group’s finance, or term
loan, whose security is derived primarily from the property
assets of the business. The financial health of the Group is
checked against covenants that measure the value of the
property, as a proportion of the loan, as well as income
tests. The two measures of the Group’s finances are to
check if the Group can support the interest costs (income
tests) and also the ability to repay (valuation covenants).

The Group has a successful strategy to deal with these
risks, primarily its long lasting business model and strong
management. This meant the business had little or no
issues during the 2008 financial crisis, which some
commentators say was the worst financial crisis since the
Great Depression of the 1930s. The current COVID-19
crisis also showed the resilience of the investments
income stream and the good management in particular
the disposals degearing the business made in 2018.

Market risk

If we want to buy, sell or let properties there is a market
that governs the prices or rents achieved. A property
company can get caught out if it borrows too heavily on
property at the wrong time in the market, affecting its loan
covenants. If loan covenants are broken, the Company
may have to sell properties at non-optimum times (or
worse) which could decrease shareholder value. Property
markets are very cyclical and we in effect have three
strategies to deal with or mitigate the risk, but also take
advantage of this opportunity:

Strong, experienced management means when the
market is strong we look to dispose of assets and when
it is weak we try and source bargains i.e. an emergent
strategy also called an entrepreneurial approach.

2) The Group has a diversified property portfolio and
maintains a spread of sectors over retail, industrial,
office and residential. The other diversification is

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having a spread regionally, of the different classes of
property over the UK. Often in a cycle not all sectors
or locations are affected evenly, meaning that one or
more sectors could be performing stronger, maybe
even booming, whilst others are struggling. The
strong investment sectors provide the Group with
opportunities that can be used to support slower
sectors through sales or income.

3) We invest in good secondary property, which tends
to be lower value/cost, meaning we can be better
diversified than is possible with the equivalent funds
invested in prime property. There are not many
property companies of our size who have over 850
individual units and over 120 buildings/locations.
Secondary property also, very importantly, is much
higher yielding which generally means the investment
generates better interest cover and its value is less
sensitive to market changes in rent or loss of tenants.

Property risk

As mentioned above we invest in most sectors in the
market to assist with diversification. Many commentators
consider the retail sector to be in period of severe flux,
considerably affected by changing consumer habits such
as internet shopping as well as a preference for
experiences over products. Of the Group’s investment
portfolio, retail makes up the largest sector being circa 60
to 65% by income generation. However, the retail sector
is affected to lesser degrees in what we would describe as
neighbourhood parades, as opposed to traditional
shopping high streets. The large part of our retail portfolio
is in these neighbourhood parades, meaning we are less
affected by consumer habits and even benefit from some
of the changes. Neighbourhood parades provide more
leisure, services and convenience retail.

For example we have undertaken a few lettings to local or
smaller store formats, to big supermarket chains, which
would not have taken place many years ago. Block policy is
another key mitigating force within our property risks.
Block policy means we tend to buy a block rather than one
off properties, giving us more scope to change or get
substantial planning if our type of asset is no longer
lettable. The obvious example is turning redundant
regional offices into residential. In addition by having a row
of shops, we can increase or reduce the size of retail units
to meet the current requirements of retailers.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Group Strategic Report continued

Finance risk

The final principal risk, which ties together the other
principal risks and uncertainties, is that if there are severe
adverse market or property risks then these will ultimately
affect our financing, making our lender either force the
Group to sell assets at non-optimal times, or take
possession of the Group’s assets. We describe the above
factors in terms of management, business model and
diversification to help mitigate against property and market
risks which as a consequence mitigate our finance risk.

The main mitigating factor is to maintain conservative
levels of borrowing, or headroom to absorb downward
movements in either valuation or income cover. The other
key mitigating factor is to maintain strong, honest and
open relationships with our lenders and good relationships
with their key competitors. This means that if issues arise,
there will be enough goodwill for the Group to stay in
control and for the issues to resolve themselves and
hopefully save the situation. As a Group we also hold
uncharged properties and cash resources, which can be
used to rectify any breaches of covenants.

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

Risk

Reputation

Impact

Action taken to mitigate

Ability to raise capital/deal flow
reduced

Act honourably, invest well and be prudent.

Regulatory changes

Transactional and holding costs
increase

Seek high returns to cover additional costs.
Lobby Government – “Ramblings”. Use advisers when necessary.

People related issues

Loss of key employees/low
morale/inadequate skills

Computer failure

Loss of data, debtor history

Asset management

Wrong asset mix, asset
illiquidity, hold cash

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

External IT consultants, backups, offsite copies. Latest virus
and internet software.

Draw on wealth of experience to ensure balance between
income producing and development opportunities. Continued
location. Prepare
spread of tenancies and geographical
business for the economic cycles.

Acts of God
(e.g. COVID 19)

Weather incidents, fire,
terrorism, pandemics

Where possible cover with insurance. Ensure the Group carry
enough reserves and resources to cover any incidents.

Section 172(1) statement
This is a reporting requirement and relates to companies
defined as large by the Companies Act 2006, this includes
public companies as otherwise the Group would not be
considered large.

Each individual Director must act in the way he considers,
in good faith, would be the most likely to promote the
success of the company for benefit of its members as a
whole, and in doing so the Directors have had regard to
the matters set out in section 172(1) (a) to (f) when
performing their duty under section 172.

The matters set out are:

(a)

the likely consequences of any decision in the long
term;

The longer term decisions are made at board level ensuring
a wealth of experience and a breadth of skills. The value
creation in the business is mainly generated by buying the
investments at the right time in the financial cycles, whilst
reducing risk by choosing assets that have alternative or
back up values to the current use, as well as initial values. It
is also key that long term decisions are made in respect of
ensuring that property assets are maintained, where
economically viable. Other areas to ensure decisions are in

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Group Strategic Report continued

tune with long term consideration are making sure the best
possible financing of the Group to match the requirements
of the long-term nature of property ownership. The board
and management makes long term decisions such as
keeping a vigilant review of the changing nature of property
usage and tries were possible to diversify its income
streams. Caerphilly and Gateshead were relatively more
recent purchases are good examples of long term decision
making, i.e. choosing offices and a leisure led retail scheme
– as such giving some protection against changing
consumer habits in more general retail arena.

(b)

the interests of the company’s employees;

The company makes investment in and the development
of talent of its employees, including paying for professional
development, providing in house updates and encouraging
knowledge sharing. The Group has a strong track record
of promoting from within the business and in 2020 two
surveyors were promoted to Joint Head of Property. The
Group undertakes team building activities to encourage
cohesion and working together.

(c)

the need to foster the company’s business
relationships with suppliers, customers and others;

Being in the secondary property industry the business is
used to dealing with many types of businesses as tenants
from large multi-national businesses to small sole traders
– keeping good sound relationships with both is key. We
also use many small operators and suppliers and we ensure
prompt payment, paying within 30 days in most instances
to again foster good working relations. We set a purchase
order system in 2018 and this has been refined over the
next two years to streamline and speed up payments
supporting small suppliers.

(d)

the impact of the company’s operations on the
community and the environment;

The Group’s investments by its very nature often have a
significant impact on local communities, providing services
and convenience businesses, or places for local enterprise
or employment. Owning a parade of shops, we can ensure
where possible that these are viable locations by
encouraging a variety of offerings. The Group maintains
and upkeeps its investment properties to a viable level
which benefits the local communities they provide
accommodation for or seeks improvements with planning
which can enhance local areas. The Group also ensures it
recycles much of its head office paper and is moving

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towards less paper communication; since 2019 up to date
our invoices have been emailed as standard to our tenants
and we also encourage the receipt of electronic invoices.
We have had a renewed push in 2021 to push our last few
tenants away from cheque payments. We also ensure we
upgrade our units to the required EPC levels which by its
very nature reduces the longer term environmental impact
of the use of these units.

(e)

the desirability of the company maintaining a
reputation for high standards of business conduct;

The Group maintains an appropriate level of Corporate
Governance that is documented within its own section
within these Financial Statements. With a relatively small
management team it is easier to monitor and assess the
culture and encourage the appropriate standards. The
board strives to delegate and empower its management
teams to ensure the high standards are maintained at all
levels within the business.

(f)

the need to act fairly as between members of the
company.

The Group has excellent communication with its
members, actively encouraging participation and
discussion at its AGMs and also circulating letters of our
announcements to ensure older members or those not
accessing the LSE financial news can keep up to date with
relevant information. Our CEO and Chairman is unpaid, his
benefit or income from the company is pro-rata the same
as all members including minority shareholders.

The Group Strategic Report set out on the above pages,
also includes the Chairman’s Statement shown earlier in
these accounts and was approved and authorised for issue
by the Board and signed on its behalf by:

S. J. Peters
Company Secretary

Unicorn House
Station Close
Potters Bar
Hertfordshire EN6 1TL

25 May 2021

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Directors’ Report
Company number: 00293147

The Directors submit their report together with the
audited financial statements of the Company and of the
Group for the year ended 31 December 2020.

Directors’ Responsibilities Statement
The Directors are responsible for preparing the Strategic
Report, the Directors’ Report and the financial statements
in accordance with applicable law and regulations.

Company law requires the directors to prepare financial
statements for each financial year. Under that law 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)
including FRS101 “Reduced Disclosure Framework”.
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:

•

select suitable accounting policies and then apply
them consistently;

• make judgements and accounting estimates that are

reasonable and prudent;

•

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

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
the financial
and enable them to ensure that
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
In addition, the Directors’ Report
Strategic Report.
includes the Group’s objectives, policies and processes
for managing its capital; the Group Strategic Report
includes details of
risk management
its financial
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 high liquidity
together with a number of long term contracts with its
customers many of which are household names. The
Group has a diverse spread of tenants across most
industries and investment properties based in many
locations across the country.

The Group has a strong track record of obtaining long
term finance and expects this to continue as it has
supportive lenders. The Group always maintains excellent
relations with its lenders.

The COVID-19 pandemic has provided a much harder set
of circumstances for all businesses. The Directors have
prepared a detailed financial
forecast assuming a
continued “lock down” scenario that demonstrates the
Group is a going concern even if the business effects of
the lock down resulting from the COVID-19 pandemic
continues to December 2021 (further details within the
Strategic Report). This forecast takes account of a level
income from businesses and trades that
of minimal
remain open (even in the lock down e.g. banks and
supermarkets).
It also takes account of the Group’s
extensive cash reserves (and available facility – some
already drawn at the announcement date) and shows the
Group has enough financial resources to survive to
beyond December 2021 – even with the current lock
down and its effects continuing.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Directors’ Report continued

The Group’s loan was up for renewal
in April 2021,
however the Directors have agreed a short term renewal
to July 2021 and also have credit approval for a new term
loan which is currently being worked on and will be in place
prior to the short term extension. The Group has strong
relationships with its lenders and is confident the new term
loan facility will be in place shortly.

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 the
foreseeable future, even with the current COVID-19
situation. 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 the Group consists of investment
and dealing in property and securities.

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
£2,644,000 (2019: a loss of £4,093,000).

The interim dividend of £1,061,000 (6.0p per share) on
ordinary shares will be paid on 2 July 2021. The Directors
recommend a final dividend of £1,061,000 (6.0p per share)
payable on 14 October 2021 to shareholders on the
register at the close of business 3 September 2021
(Ex dividend on 2 September 2021). The total dividend for
the year ended 31 December 2020 being anticipated at
12p per share.

There will be no option of a scrip dividend offered for the
2020 final dividend of 6.0p per share (to be paid in October
2021). There was no scrip option for the interim dividend
which will be paid July 2021.

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

interests in

Ordinary shares
of £0.25 each

2020

2019

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

4,015,860
338,669
22,000
137,500
227,929

4,244,360
338,669
22,000
107,500
187,929

A. S. Perloff and his family trusts have beneficial interests
in shares owned by Portnard Limited, a Company under
their control, amounting to 8,405,175 (2019 – 8,405,175).

There have been no changes in Directors’ shareholdings
since 31 December 2020.

No beneficial interest 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.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Directors’ Report continued

Directors’ emoluments
Directors’ emoluments of £228,000 (2018 – £221,000) are made up as follows:

Director

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

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

Salary/
Fees
£’000

Bonus
£’000

Pension
Taxable
Benefit Contribution
£’000

£’000

–
63
94

10
10

177

–
5
18

–
–

6
3
8

–
–

–
–
11

–
–

Total
2020
£’000

6
71
131

10
10

228

Total
2019
£’000

6
72
123

10
10

221

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 2020 and does not
anticipate making further contributions.

S. J. Peters had pension contributions paid in the year by the
Company of £11,000 (2019 – £3,000) into his personal
stakeholders’ contribution pension scheme. S. J. Peters and
J.H. Perloff also received a contribution into a stakeholder’s
pension fund following auto-enrolment at the statutory
rate of a 2% contribution up to 31 March 2019 and 3%
thereafter of their gross salary by the Company (this is not
split out in the above table). S. J. Peters did not contribute
from April 2019 to the year end.

No other payments were paid in respect of any other
Director during the year (2019 – £nil).

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

Donations
During the year the Group made a £nil political donation
(2019 – £nil). The Group makes donations to charities
through advertisements at charity events and in the
diaries of charities, the total of which in 2020 was £1,000
(2019 – £5,000). The Group is a Foundation Partner of the
preferred charity of the property industry, Land Aid,
donating £20,000 (2019 – £nil).

Status
Panther Securities P.L.C. is a Company quoted on AIM and
is incorporated in England and Wales.

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

Events after the reporting date
Details of events after the report date are given in
the Chairman’s Statement and note 33 to the
consolidated accounts.

Capital structure
Details of the issued share capital of the Company are
shown in note 23. 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 27.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Directors’ Report continued

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

–

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.

Crowe U.K. LLP were appointed in the year and will be
proposed for reappointment at the Annual General
Meeting in 2021.

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

S. J. Peters
Company Secretary

Unicorn House
Station Close
Potters Bar
Hertfordshire EN6 1TL

25 May 2021

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Corporate Governance

The Board
The Board currently consists of five 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 of successful business and relevant 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 over 55 years’ experience in the property sector,
including over 45 years’ experience of being a director of
a Public Listed Company mainly as Panther’s Chairman.
He has significant experience of corporate activity
including ten contested take-over bids and has also
served on the Board of Directors of six other public listed
companies. He is currently a non-executive director of
Airsprung Group PLC as well as Anglia Home Furnishings
Ltd and was previously a director of Beale Ltd.

Simon Peters (Finance Director)

He is a member of the Chartered Institute of Taxation, a
Fellow of the Chartered Certified Accountants and was
formerly with KPMG LLP and the Lombard Bank Finance
Department. He is currently a non-executive director of
Airsprung Group PLC as well as Anglia Home Furnishings
Ltd and was previously a director of Beale Ltd (including
when it was fully listed on the LSE). He joined Panther in
2004 and was appointed Finance 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
formerly joint Managing Director of Amalgamated
Investment and Property Co. Limited and was previously a
Non-executive Director of Rugby Estates Investment
Trust Plc.

Peter Kellner (Non-executive)

Chairman of the 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.

QCA Corporate Governance Code
The Directors recognise the importance of good
corporate governance and have chosen to adopt and
apply the Quoted Companies Alliance’s 2018 Corporate
Governance Code (the ‘QCA Code’). The QCA Code was
developed by the Quoted Companies Alliance in
consultation with a number of significant institutional small
company investors, as an alternative corporate
governance code applicable to AIM companies. The
underlying principle of the QCA Code is that “the purpose
of good corporate governance is to ensure that the
company is managed in an efficient, effective and
entrepreneurial manner for the benefit of all shareholders
over the longer term”. Details of how the Company
addresses the key governance principles defined in the
QCA Code can be found below.

Establish a strategy and business model which
promote long-term value for shareholders

Panther’s strategy and business model are set out in the
Group Strategic Report. The strategic objective section
of the Group Strategic Report states that the primary
objective of the Group is to maximise long-term returns

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Corporate Governance continued

for our shareholders by stable growth in net asset value
and dividend per share, from a consistent and sustainable
rental income stream. The key challenges to the business
and how these are mitigated are also detailed in the Group
Strategic Report.

2. Seek to understand and meet shareholder needs

and expectations

The Board strongly encourages good communication
with investors. The Company sends out announcements
via post to shareholders who have requested this and all
shareholders can join our mailing list, even if they hold
shares in CREST.

The person at the Company with principal responsibility
for liaising with shareholders is: Andrew Perloff, Chairman.
Shareholders may also contact the Company in writing via
the following email address:
info@pantherplc.com.
Inquiries that are received will be directed to the Chairman
if appropriate, who will consider a response. The Company
may exercise discretion as to which shareholder questions
shall be responded to, and the information used to answer
questions will be information that is freely available in the
public domain. If deemed necessary, the inquiries will be
brought to the Board’s attention. All shareholders are
ordinarily invited to our Annual General Meeting. Board
members are available by phone to discuss the company
and there is also shareholders access, before, during and
after Annual General Meetings for discussions, therefore
providing lots of opportunities for shareholders to
understand and address any issues.

The Board has historically approved a regular dividend for
many years, which has always been maintained or
increased. The Board aims to maintain a sustainable and
appropriate level of dividend cover. Where exceptional
years arise, the Board anticipates this will normally be
reflected with special dividends where practicable.

On the basis of the Directors’ knowledge and long
experience of the operation of the Group, the Board
recognises that the long-term success of the Group is
reliant upon the efforts of the following key resources and
relationships: the Group’s employees, tenants, lenders,
regulatory authorities, local residents and the general
public affected by our activities. The Company actively
seeks employees’ feedback on their employment with the
Company. The Company does this on an ongoing basis,
but also holds bi-weekly all party staff meetings where
employees are able to provide feedback. The property and
finance departments frequently liaise with tenants, which
can include receiving tenant feedback. The Company’s
lenders have teams of account and relationship
managers, which the Company communicates with on a
regular basis and provides regular management updates
and is able to receive any feedback from lenders. The
Company is open to feedback from local residents and the
general public that may be affected by our activities and, in
particular, this is often part of the planning process.

The Group understands the necessity of balancing the
needs of all our stakeholder groups while maintaining
focus on the Board’s primary responsibility to promote the
success of the Group for the benefit of its members as
a whole.

The Group ensures compliance with regulatory bodies
and legislation through various procedures and protocols
and receives feedback on matters such as planning on a
regular basis. The Group undertakes to resolve any
feedback received from stakeholders where appropriate
and where such amendments are consistent with the
Group’s longer term strategy. However, no material
changes to the Company’s working processes have been
required over the year to 31 December 2020, or more
recently, as a result of stakeholder feedback received by
the Company.

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The Board believes the Company’s mode of engaging with
shareholders is adequate and effective.

3. Take into account wider stakeholder and social
responsibilities and their implications for long-
term success

aware of

corporate social
The Group is
responsibilities and recognises the importance of
maintaining effective working relationships across a range
of stakeholder groups.

its

Embed effective risk management, considering
both opportunities and threats, throughout the
organization

The Board’s discussion on risk management as described
in the disclosure above in respect of Principle One and in
the Group Strategic Report, which detail risks to the
business and how these are mitigated. The Groups
internal controls are designed to manage rather than
eliminate risk and provide reasonable assurance against
fraud, material misstatement or loss.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Corporate Governance continued

The Board seeks to ensure that the correct and necessary
level of insurance is in place to cover certain aspects of
risks including actions taken against the Directors, as well
as all the properties we own. The insured values and types
of cover are carefully reviewed periodically and this is a
requirement of our main loan agreement.

A commentary on how the Company reviews its internal
controls can be found in the disclosure regarding Principle
Nine below.

5. Maintain the Board as a well-functioning, balanced

team led by the Chair

The Board consist of three Executive Directors and two
Non-Executive Directors. Biographies of the directors can
be found above, the Board considers its two non-
executive Directors (Bryan Galan and Peter Kellner) to be
independent. Bryan Galan and Peter Kellner have been
directors of the Company since 1994. Despite the length
of service of the independent non-executive directors,
the rest of the Board consider them to continue to be
independent as they are sufficiently removed from the
day to day operations of the Company to retain a critical
and independent view. Further commentary in respect of
the Company’s Non-Executive Directors can be
found above.

As detailed above, the Board met three times with all
members present, the Audit Committee met three times
with all members present and the Remuneration
Committee met three times with all members present.
Andrew Perloff, Simon Peters and John Perloff work full
time. Bryan Galan and Peter Kellner currently work on
average 6 days per year.

All Directors are kept apprised of financial and operational
information in a timely fashion and in advance of any
meetings. The Executive Directors regularly attend
meetings to ensure decisions are made and inter-
departmental communication is strong and transparent.

Ensure that between them, the directors have the
necessary up-to-date experience, skills and
capabilities

The Company has an Executive Chairman who is also the
Chief Executive, being Andrew Perloff. The Company’s
Finance Director is Simon Peters. John Perloff is an
Executive Director. Bryan Galan and Peter Kellner are
Non-Executive Directors. Biographies of the directors
are above.

The Board has a wide and well-rounded level of expertise
and experience with a clear and proven track record.
Professionally qualified members of the Board keep up to
date with their Continuing Professional Development,
which ensures they are familiar with changes and current
developments in their fields and some members are on
other boards which helps them see best practise
elsewhere. The Board Members take particular interests in
keeping appraised on key issues and developments
pertaining to the Group.

During the year ended 31 December 2020, neither the
Board nor any committee has sought external advice on
a significant matter and no external advisers to the Board
or any of its committees have been engaged. Aside from
the directors’ stated roles and the role of Simon Peters as
Company Secretary, the Board members do not have any
particular internal advisory responsibilities.

Evaluate Board performance based on clear
and relevant objectives, seeking continuous
improvement

The individual Board members are appraised by the
Chairman and/or Non-Executives as appropriate on their
performance. This process is informal in nature and is
performed on an ongoing basis, rather than at pre-
determined annual junctures. The main criteria against
which individual director effectiveness is considered are:
ensuring that the right actions in the business are being
taken and ensuring that directors continue to be effective.
The Company’s director evaluation process has not
changed materially relative to previous years, on the basis
that the Board are of the view that the above processes
are appropriate for the Company’s requirements, given
the nature of the Company’s business and levels of
experience on the Board. There were no material findings
from the Company’s Board appraisals over the year
ended 31 December 2020, which was the same in the
previous year.

All of the Directors are periodically subject to re-election
on a rotation basis at the Annual General Meeting.

The Company does not currently have a periodic appraisal
process for the effectiveness of the Board as a whole nor
for the effectiveness of the committees (and this has not
changed over previous years).

The Board considers succession planning and the need
for further board or senior management appointments.
The Board believes that there is no need for changes to

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Corporate Governance continued

the current board, management and committee
structures and membership in order to meet the needs of
the Company’s current and medium-term requirements.
Regarding longer term succession planning, the Board
currently comprises a good spread of ages which provides
a natural succession buffer.

Promote a corporate culture that is based on
ethical values and behaviors

The Board promotes a corporate culture of professional
behaviour, integrity, professional competence and due
care, objectivity and confidentiality. These values are
promoted from the top down and embedded in our
working practices and company policies. As noted in the
disclosure above in respect of Principle Three, the
Company holds bi-weekly all party staff meetings where
employees are able provide feedback, which allows the
Board and management to have insights into the
Company’s culture.

When new employees join the Company, they are
provided a staff handbook and are required to become
familiarised with the Company’s working practices and
company policies. The Board and management are
prepared to take appropriate action against unethical
behaviour, violation of company policies or misconduct.

9. Maintain governance structures and processes
that are fit for purpose and support good decision-
making by the Board

The Board is satisfied with the Company’s corporate
governance, given the Company’s size and the nature of
its operations, and as such there are no specific plans for
any material changes to the Company’s corporate
governance arrangements in the shorter term.

As noted in the disclosure above in respect of Principle Six,
Andrew Perloff is both Chairman and Chief Executive
Officer of the Company. In his role as Chairman, Andrew
Perloff has overall responsibility for corporate governance
matters in the Company, leadership of the board and
ensuring its effectiveness on all aspects of its role. In his
role as Chief Executive Officer Andrew Perloff leads the
Company’s staff and is responsible for implementing
those actions required to deliver on the agreed strategy.
Andrew Perloff and his family trusts are the beneficiaries
of the majority of the Company’s ordinary shares. Andrew
Perloff is one of the original co-founders of the Panther
Securities property investment business and has been
a significant driving force underlying the Group’s

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development. On this basis, the Board considers that it
remains in the best interests of the Group to maintain
Andrew Perloff’s positions as both Chairman and Chief
Executive Officer (a position that he has held for a number
of years), notwithstanding that this is contrary to
recommended best practice in the QCA Code. Feedback
received from shareholders has been positive on
this point.

The Executive Directors have a responsibility for the
operational management of the Group’s activities. The
Non-executive Directors provide independent and
objective insight and judgement to Board decisions. The
Board has overall responsibility for promoting the success
of the Group.

The Board has established an Audit Committee and a
Remuneration Committee comprised only of our Non-
Executive Directors to provide a level of independence
and objectivity.

Audit Committee

The Audit Committee consists solely of the two non-
executive Directors and it is chaired by Peter Kellner. Its
terms of reference 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. Over
to
31 December 2020 the committee met three times with
all members present, including a meeting to conclude the
appointment of the Groups new auditors Crowe U.K. LLP.
The internal controls are reviewed annually ensuring their
effectiveness and any specific issues are dealt with if and
when they arise. When the Board reviews internal controls
they consider the effectiveness of controls, concentrating
on all material controls,
including operational and
compliance controls, and risk management systems.

the year

Remuneration Committee

The Remuneration Committee consists solely of the two
non-executive Directors, Bryan Galan (Chairman) and
Peter Kellner. Its terms of reference are that 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 and no external third parties are consulted.
In the year to 31 December 2020 the Committee met
three times with all members present.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Corporate Governance continued

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
comparables, however some directors are incentivised by
their personal holdings in the Company. The only element
of remuneration that reflects specific performance is the
bonuses, however this is adjusted to reflect market
conditions and company results.

The Company does not have a Nomination Committee,
as the need for appointments and decisions regarding
appointments are considered by the Board as a whole.

The key matters reserved for the Board are the following:

•

Strategy

Structure and capital

Financial reporting and controls

Internal controls

Significant investments

Board membership and other appointments

Delegation of authority

Corporate governance

Approval of company policies

Other matters, such key adviser appointments and
insurance

10. Communicate how the Group is governed and is
performing by maintaining a dialogue with
shareholders and other relevant stakeholders

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
ordinarily encouraged to attend the Annual General
Meeting (please note the next AGM no shareholders will
be invited due to COVID-19 situation but will be
encouraged to use their Proxy forms), at which Directors
and senior management are introduced and are available

for questions. The Company provides a website with up
to date information,
including announcements and
company accounts.

The Board recognises the importance of communication
with the Group’s shareholders and various stakeholders.
The Group updates its website regularly with any
announcements and always welcomes shareholders’
queries which are welcomed by all members of the Board
whenever they arise.

The Annual General Meeting also provides an important
opportunity to meet shareholders. The Board has hot
drinks before and after the Annual General Meeting where
dialogue is encouraged.

The detailed results of voting on all resolutions in future
general meetings will not be posted to the Group’s
website or announced, as the Board feels that these
results have in recent years been unambiguous and
generally unanimous.

Where a significant proportion of votes (e.g. 20% of
independent votes) have been cast against a resolution at
any general meeting, the Board will post this on the
Group’s website and will include, on a timely basis, an
explanation of what actions it intends to take to
understand the reasons behind that vote result, and,
where appropriate, any different action it has taken, or will
take, as a result of the vote.

The Group’s financial reports for the last five years can be
found online: http://www.pantherplc.com/financial/reports-
and-accounts/

Notices of Annual General Meetings of the Company for
the last five years are included at the end of each of the
annual report and financial statements. Within the last five
years, other than its Annual General Meetings, the
Company has not held any other General Meetings
of Shareholders.

Certain details regarding the Company’s Audit Committee
and Remuneration Committee and their work over the
year to 31 December 2020 can be found in the disclosure
above in respect of Principle Nine. The Company’s Audit
Committee and Remuneration Committee do not
produce public reports on their work over the year,
although their work and key findings are communicated to
the Board. Details of the Company’s remuneration policy
can be found in the disclosure above in respect of Principle
Nine and details of the Directors’ remuneration can be
found above in the Directors’ Report.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Independent Auditors’ Report
To the Members of Panther Securities PLC

Opinion
We have audited the financial statements of Panther
Securities Plc (the “parent company”) and its subsidiaries
(the “group”) for the year ended 31 December 2020,
which comprise:

•

the group income statement for the year ended
31 December 2020;

the group statement of comprehensive income for
the year ended 31 December 2020;

the group and parent company statements of
financial position as at 31 December 2020;

the group and parent company statements of
changes in equity for the year then ended;

the group statement of cash flows for the year then
ended; and

the notes to the financial statements, including a
summary of significant accounting policies.

The financial reporting framework that has been applied
in the preparation of the 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 financial statements
is applicable law and United Kingdom Accounting
including FRS101 ‘Reduced Disclosure
Standards,
Framework’
(United Kingdom Generally Accepted
Accounting Practice).

In our opinion:

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 2020 and of the group’s
profit for the period then ended;

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

the parent company financial statements have been
properly prepared in accordance with UK Generally
Accepted Accounting Practice; and

•

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Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are
independent of the group in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the director’s use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of
the director’s
assessment of the group and parent company’s ability to
continue to adopt the going concern basis of accounting
included the following:

•

Obtained management’s going concern assessment
challenging, where appropriate, the assumptions used;

Tested mathematical accuracy of the models used
by management in their assessment. Considered the
reasonableness of
including
comparison to actual results achieved in the year and
the evaluation of downside sensitivities;

those models,

Discussed with management and evaluated their
assessment of the group and the company’s liquidity
requirement; and

Obtained and reviewed credit approval confirmations
from the lenders.

Based on the work we have performed, we have not
identified any material uncertainties relating to events or
individually or collectively, may cast
conditions that,
significant doubt on the group and parent company’s
ability to continue as a going concern for a period of at
least twelve months from when the financial statements
are authorised for issue.

the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.

Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Independent Auditors’ Report continued

Overview of our audit approach

Materiality

In planning and performing our audit we applied the
concept of materiality. An item is considered material if it
could reasonably be expected to change the economic
decisions of a user of the financial statements. We used
the concept of materiality to both focus our testing and
to evaluate the impact of misstatements identified.

Given the nature of the group’s activities we consider that
the most appropriate benchmark is gross assets. As a key
component of the group’s gross assets is property which
is held at fair value, we have based financial statement
materiality on 1.1% of the group’s total assets and 1.0%
of the parent company’s total assets.

Based on our professional judgement, we determined
overall materiality for the group financial statements
(“financial statement materiality”) as a whole to be
£2,100,000; and the overall materiality for the parent
company is £300,000.

We are required to consider whether there are one or
more particular classes of transactions or account
balance, for which misstatements of lesser amounts than
materiality could reasonably be expected to influence the
economic decisions of users taken on the basis of the
financial statements. In the group and parent company
financial statements, for transactions and assets and
liabilities other than investment properties, we have
determined specific materiality to be £135,000 and
£80,000 respectively, based on 1.0% of turnover due
to revenue growth being one of the group’s key
performance indicators.

We use a different level of materiality (‘performance
materiality’) to determine the extent of our testing for the
audit of the financial statements. Performance materiality
is set based on the audit materiality as adjusted for the
judgements made as to the entity risk and our evaluation

of the specific risk of each audit area having regard to the
internal control environment. Where considered
appropriate performance materiality may be reduced to a
lower level, such as, for related party transactions and
directors’ remuneration.

We agreed with the Audit Committee to report to it all
identified errors in excess of £63,000. Errors below that
threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit
We audit the parent company and its subsidiary
companies. Our audit approach was developed by
obtaining an understanding of the group’s activities, the
key functions undertaken on behalf of the Board by
management and the overall control environment. Based
on this understanding we assessed those aspects of the
group and subsidiary companies transactions and
balances which were most likely to give rise to a material
misstatement and were most susceptible to irregularities
including fraud or error. Specifically, we identified what we
considered to be key audit matters and planned our audit
approach accordingly.

Key Audit Matters
Key audit matters are those matters that,
in our
professional judgement, were of most significance in our
audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we
identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Independent Auditors’ Report continued

We set out below, together with going concern for the group and parent company, those matters we identified a key
audit matters. This is not a complete list of all risks identified by our audit.

Key audit matter

How the scope of our audit addressed the key audit matter

Carrying value of investment properties (group)

investment property requires
The valuation of
significant judgement and estimates by management
and the external valuer where applicable.

The valuation of the group’s property portfolio is
inherently subjective to, among other factors, the
individual nature of each property, its location and the
expected future rentals, yield data and comparable
market transactions.

We gained an understanding of the nature of the assets in the
portfolio and ensured classification and designation are
appropriate and in line with our expectations.

We reviewed the stated accounting policy ensuring it is
appropriate to the designation and has been applied consistently.

We evaluated the capability, suitability and competence of the
group’s external and internal valuers, giving specific focus to
their qualification, experience and, in relation to the external
valuer, their independence.

As a consequence, there is an inherent risk that
the carrying value could be subject to material
estimation bias.

We reviewed management’s assessment of the carrying value
of the investment properties which was derived from valuation
reports prepared by external valuers and internal surveyors.

We carried out procedures, on a sample basis, to satisfy
ourselves of the accuracy of the property information supplied
by management as these form the basis of the valuation reports.

We compared the output from the external valuers and
directors to the levels of rents actually achieved and where
possible, publically available benchmark data such as yields.

We engaged our own independent property valuation expert to
assist with the assessment of key assumptions included in the
valuation reports in accordance with ISA (UK) 620 to challenge
assessment of the carrying value of investment properties.

We spoke directly with the management to confirm the basis
on which they had prepared the valuation and how they had
arrived at their key inputs, and specifically the property
specific yields.

We considered the adequacy of disclosures around the
sensitivity of the carrying value to changes in reasonable
alternative assumptions.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Independent Auditors’ Report continued

Key audit matter

How the scope of our audit addressed the key audit matter

Carrying value of derivatives financial instruments
(group and parent company)

Derivatives financial instruments are complex and
requires specific knowledge and skills to carry out its
valuation therefore increasing the inherent risk.

Revenue recognition (group)

Revenue for the group consists primarily of rental
income. Rental
income is based on tenancy
agreements where there is a standard process in
place for recording revenue. Due to the number of
tenancies on different terms, coupled with the
practice occasionally offering tenant incentives on
the grant of a new lease there an increased inherent
risk of error.

We gained an understanding of the group’s valuation
methodology in determining the fair value of the derivatives
financial
instruments and its compliance with the relevant
accounting standards.

We also assessed management approach on the credit risk on
the derivatives financial instruments and the appropriateness
of the discounts applied.

We computed an independent estimate of the fair value of the
derivative financial instruments.

We considered the adequacy of disclosures around the
derivatives financial instruments.

We re-performed the rental reconciliations and selected a
sample of tenancy agreements per property to validate the
inputs into that reconciliation.

We also performed comparative analytical procedures based
on our knowledge of the tenancy and forming an expectation of
rental income for each property and investigated any large or
unusual variances.

Where tenancy incentives were given on the granting of a new
lease we reviewed the rent free period to agree it is accounted
for in accordance with accounting standards.

We reviewed the accounting treatment and journal posted in
regards to deferred rental income recorded on the group’s
statement of financial position by agreeing to supporting
documentation.

Carrying value of investment in subsidiaries
and amounts owed by group undertakings
(parent company)

We reviewed management’s assessment of carrying value of
investment in subsidiaries and amounts owed by group
undertakings and critically appraised the assumptions used.

We have considered the risk that investment in
subsidiaries
group
undertakings are impaired.

amounts owed

and

We compared the carrying value of investment in subsidiaries
and amounts owed by group undertakings to the net assets
and profitability of the corresponding entity along with other
supporting evidence such as future projections.

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They
were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Independent Auditors’ Report continued

Other information
The directors are responsible for the other information
contained within the annual report. The other information
comprises the information included in the annual report,
other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements
does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears
to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we
are required to determine whether this gives rise to a
material misstatement in the financial statements or a
material misstatement of the other information. If, based
on the work we have performed, we conclude that there is
a material misstatement of this other information, we are
required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the
Companies Act 2006
In our opinion based on the work undertaken in the course
of our audit

•

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; and

the strategic report and the directors’ report have
been prepared in accordance with applicable
legal requirements.

Matters on which we are required to report by
exception
In light of the knowledge and understanding of the group and
the parent company and their environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us to
report to you if, in our opinion:

•

adequate accounting records have not been kept by
the parent company, or returns adequate for our
audit have not been received from branches not
visited by us; or

the parent company financial statements are not
in agreement with the accounting records and
returns; or

certain disclosures of directors’
specified by law are not made; or

remuneration

we have not received all the information and
explanations we require for our audit.

Responsibilities of the directors for the
financial statements
As explained more fully in the directors’ responsibilities
statement set out on page 20, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are
responsible for assessing the group’s and parent
company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but
to do so.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Independent Auditors’ Report continued

responsible for preventing non-compliance and cannot
be expected to detect non-compliance with all
laws
and regulations.

These inherent limitations are particularly significant in the
case of misstatement resulting from fraud as this may
involve sophisticated schemes designed to avoid
including deliberate failure to record
detection,
transactions, collusion or the provision of intentional
misrepresentations.

A further description of our responsibilities for the
the financial statements is located on
audit of
the
at:
Financial Reporting Council’s website
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.

Use of our report
This report is made solely to the company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to them
in an 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.

Matthew Stallabrass
Senior Statutory Auditor
for and on behalf of
Crowe U.K. LLP
Statutory Auditor

55 Ludgate Hill
London
EC4M 7JW

25 May 2021

Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error
individually or in the
and are considered material
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these financial statements.

if,

Irregularities,
including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below:

We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing
on those laws and regulations that have a direct effect on
the determination of material amounts and disclosures in
the financial statements. The laws and regulations we
considered in this context were the Companies Act 2006
and taxation legislation.

We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to
be the override of controls by management, inappropriate
revenue recognition, and the judgement surrounding the
investment property valuations and trade receivable
recoverability. Our audit procedures to respond to these
risks included enquiries of management about their own
identification and assessment of the risks of irregularities,
sample testing on the posting of journals, reviewing
accounting estimates for biases corroborating balances
recognised to supporting documentation on a sample basis
and ensuring accounting policies are appropriate under the
relevant accounting standards and applicable law.

Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the financial statements, even
though we have properly planned and performed our audit
in accordance with auditing standards. We are not

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Consolidated Income Statement
For the year ended 31 December 2020

Revenue
Cost of sales

Gross profit

Other income
Administrative expenses
Bad debt expense

Operating profit

Profit on disposal of investment properties
Movement in fair value of investment properties

Finance costs – interest
Finance costs – swap interest
Investment income
Profit on disposal of fixed assets
Profit (realised) on the disposal of investments
Fair value loss on derivative financial liabilities

Profit/(loss) before income tax

Income tax income

Profit/(loss) for the year

Continuing operations attributable to:
Equity holders of the parent

Profit/(loss) for the year

Earnings/(loss) per share
Basic and diluted – continuing operations

31 December
2020
£’000

31 December
2019
£’000

Notes

5
5

10
10
9

13,051
(3,482)

9,569

467
(1,703)
(1,629)

6,704

150
6,146

13,000

(2,283)
(2,726)
41
1
38
(5,498)

2,573

2,644

14,226
(3,429)

10,797

443
(1,676)
(524)

9,040

515
(8,832)

723

(2,469)
(2,437)
112
–
105
(997)

(4,963)

870

(4,093)

14.9p

(23.1)p

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Consolidated Statement of Comprehensive Income
For the year ended 31 December 2020

31 December
2020
£’000

31 December
2019
£’000

Notes

Profit/(loss) for the year

Items that will not be reclassified subsequently to profit or loss
Movement in fair value of investments taken to equity
Deferred tax relating to movement in fair value of
investments taken to equity
Realised fair value on disposal of investments previously taken to equity
Realised deferred tax relating to disposal of investments
previously taken to equity

25
18

Other comprehensive loss for the year, net of tax

Total comprehensive income/(loss) for the year

Attributable to:
Equity holders of the parent

2,644

(4,093)

(354)

(225)

67
–

–

(287)

2,357

38
48

(8)

(147)

(4,240)

2,357

(4,240)

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Consolidated Statement of Financial Position
Company number 00293147
As at 31 December 2020

ASSETS
Non-current assets
Investment properties
Deferred tax asset
Right of use asset
Investments

Current assets
Stock properties
Investments
Current tax asset
Trade and other receivables
Cash and cash equivalents (restricted)
Cash and cash equivalents

Total assets

EQUITY AND LIABILITIES
Capital and reserves
Share capital
Share premium account
Treasury shares
Capital redemption reserve
Retained earnings

Total equity

Non-current liabilities
Long-term borrowings
Derivative financial liability
Leases

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

Total liabilities

Total equity and liabilities

31 December
2020
£’000

31 December
2019
£’000

Notes

16
25

21
22
22

24
27
29

26
24

180,975
3,810
335
614

185,734

350
29
–
3,925
1,052
8,166

169,340
3,304
373
927

173,944

350
168
601
3,389
2,299
7,186

13,522

199,256

13,993

187,937

4,437
5,491
(213)
604
75,923

86,242

51
32,009
8,339

40,399

9,361
63,066
188

72,615

113,014

199,256

4,437
5,491
(213)
604
74,627

84,946

58,955
26,511
7,912

93,378

8,541
1,072
–

9,613

102,991

187,937

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The accounts were approved by the Board of Directors and authorised for issue on 25 May 2021. They were signed on
its behalf by:

A.S. Perloff
Chairman

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Consolidated Statement of Changes in Equity
For the year ended 31 December 2020

Balance at 1 January 2019
Total comprehensive loss
Other movement
Dividends

Balance at 1 January 2020
Total comprehensive income
Dividends

Balance at 31 December 2020

Share
capital
£’000

4,437
–
–
–

4,437
–
–

4,437

Share
premium
£’000

Treasury
shares
£’000

Capital
redemption
£’000

Retained
earnings
£’000

5,491
–
–
–

5,491
–
–

5,491

(213)
–
–
–

(213)
–
–

(213)

604
–
–
–

604
–
–

604

83,710
(4,240)
(68)
(4,775)

74,627
2,357
(1,061)

Total

£’000

94,029
(4,240)
(68)
(4,775)

84,946
2,357
(1,061)

75,923

86,242

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Consolidated Statement of Cash Flows
For the year ended 31 December 2020

Cash flows from operating activities
Operating profit
Loss on current asset investments
Transfer stock to investment properties
Rent paid treated as interest

Profit before working capital change

Increase in current asset investments***
(Increase)/decrease in receivables
Increase/(decrease) in payables

Cash generated from operations
Interest paid
Income tax refunded/(paid)

Net cash generated from operating activities

Cash flows from investing activities
Purchase of investment properties
Purchase of investments**
Purchase of current asset investments***
Proceeds of current asset investments***
Proceeds from sale of fixed assets
Proceeds from sale of investment property
Proceeds from sale of investments**
Dividend income received
Interest income received

Net cash used in from investing activities

Cash flows from financing activities
Repayments of loans
Draw down of loan
Dividends paid

Net cash generated from/(used in) financing activities

Net 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
2020
£’000

31 December
2019
£’000

6,704
87
–
(687)

6,104

–
(536)
783

6,351
(4,160)
420

2,611

(5,538)
(633)
(2,804)
2,855
1
700
631
32
9

(4,747)

(1,070)
4,000
(1,061)

1,869

(267)
9,485

9,218

9,040
15
(141)
(651)

8,263

(168)
1,507
(1,802)

7,800
(4,091)
(3,303)

406

(8,138)
–
(3,996)
3,981
–
1,065
851
76
36

(6,125)

(1,071)
1,000
(4,775)

(4,846)

(10,566)
20,050

9,485

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* Of this balance £1,052,000 (2019: £2,299,000) is restricted by the Group’s lenders i.e. it can only be used for purchase of investment property.
** Shares in listed and/or unlisted companies.
*** Shares in listed companies held for trading purposes.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements
For the year ended 31 December 2020

1. General information
Panther Securities P.L.C. (the “Company”) is a Public Limited Company limited by shares and incorporated in England
and Wales. The addresses of its Registered Office and principal place of business are disclosed in the introduction to the
Annual Report and Financial Statements. The principal activities of the Company and its subsidiaries (the Group) are
described in the Director’s Report.

2. New and revised International Financial Reporting Standards

New and amended Standards which became effective in the year

No new standards or amendments to standards that are mandatory for the first time for the financial year commencing
1 January 2020 affected any of the amounts recognised in the current year or any prior year and is not likely to affect
future periods.

Standards, interpretations and amendments to published standards that are not yet effective

Amendments to IFRS which will apply in future periods

There are no standards that are not yet effective and that would be expected to have a material impact on the entity in
the current or future reporting periods and on foreseeable future transactions.

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

3. Critical accounting judgements and key sources of estimation uncertainty
Sources of judgement and estimation uncertainty in respect of the valuation of derivative financial instruments (see
note 27) and investment properties (see note 16) are noted in their accounting policies and respective notes. In preparing
the financial statements the directors have made a key judgement of whether or not to disclose a material uncertainty
in respect of going concern and have concluded that no such uncertainty exists. Full details on this judgement are included
in note 4.

4. Significant accounting policies
The consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards adopted for use in the European Union. The financial statements have been prepared on the historical cost
basis, except for the revaluation of investment properties, derivative financial instruments and 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. The principal accounting
policies are set out below.

Going Concern

The Board have prepared various financial forecasts demonstrating the cash impact if the impact of COVID-19 continues
to deteriorate its performance, all demonstrate the Group is a going concern even if the commercial effects of the lock
down reduce income and continue to do so over the forecasted period to December 2024. The forecasts assume
significant reductions not only in income but also above inflationary increases in costs and much larger than standard
bad debt charges.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

4. Significant accounting policies continued
The Directors are aware that the Group’s loan is up for renewal in July 2021 (as a result of a short extension), however as
we have agreed terms with our Lenders and recent credit approval, the Directors are confident that in due course the
facilities with be renewed. The Directors do not consider there to be any material uncertainty, when taking into
consideration, both lenders have given credit approval, the nature of the long term relationship with the lenders (both over
10 years), and that essentially only an administrative process remains before the facility is renewed for an expected 3
year period.

More details are provided in the Directors Report within the Going Concern titled section.

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.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at
the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, consideration
payable including equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly
attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet
the conditions for recognition are recognised at their fair values at the acquisition date.

Investment properties

Investment properties, which are properties held to earn rentals and/or capital appreciation, are revalued annually using
the fair value model of accounting for investment property at the Statement of Financial Position date. When revaluing
properties judgements are made 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.

The purchase of investment property is recognised on the date that exchange of contract become unconditional.
Investment property disposals are recognised on the date that exchange of contracts become unconditional and there
is a reasonable expectation that completion will occur. At this point the investment property is derecognised and any
difference between consideration received and carrying value is recognised in the Income Statement.

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 the Income Statement. 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.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

4. Significant accounting policies continued
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 substantively enacted on or before the Statement
of Financial Position 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 within 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 19.00%
(2019 – 19.00%).

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.

Revenue recognition

IFRS 15 Revenue from Contracts is applicable to management fees and other income but excludes rent receivable. The
majority of the Group’s income is from tenant leases and is outside the scope of the standard. The financial impact of the
standard is considered immaterial and does not materially impact the financial statements.

Revenue comprises:

•

Rental income from tenancy occupied properties net of Value Added Tax where appropriate: Rental income is
recognised in the Income Statement on a straight-line basis over the total lease period. The total expected rent
payable over a lease, which takes account of lease incentives, is amortised on a straight-line basis over the term of
the lease. Lease incentives are recognised as an integral part of the net consideration for the use of the property.

Sale of stock properties: This is recognised on the date that exchange of contracts becomes unconditional, provided
that there is a reasonable expectation that completion will occur.

Other income comprises:

•

Property management fees on service charge managed properties net of Value Added Tax where appropriate.
Income is recognised on an accruals basis when the performance obligations have been met.

Surrender premiums received on the early termination of tenant leases. Income is recognised on the date of
surrender of the lease.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

4. Significant accounting policies continued
•

Option premium and extension fees are recognised when the performance obligations are met and their signed
contracts.

•

Dilapidation fees received but not expensed against repair costs. Income is recognised when the dilapidation fee
has been contractually agreed with the tenant.

Insurance fees not utilised are recognised when we are sure they are not going to be utilised.

Government grants (furlough) are recognised when they are received.

The fair value of consideration received or receivable on the above services is recognised when the above revenue can
be reliably measured. Revenue from services is recognised evenly over the period in which the services are provided.

Financial instruments

Financial assets and financial liabilities are recognised on the Group’s Statement of Financial Position when the Group
becomes party to the contractual provisions of the instrument.

Trade receivables

Trade receivables are initially recognised at the transaction price in accordance with IFRS 15. IFRS 9 requires the Group
to make an assessment of Expected Credit Losses (‘ECLs’) on its debtors based on tenant payment history and the
Directors’ assessment of the future credit risk relating to its trade receivables at reporting dates.

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. Where new bank financing is obtained on substantially different terms to the existing financing the original
financial liability is derecognised and a new financial liability recognised.

Derivative financial instruments

Certain financial instruments are entered into by the Group to hedge against interest rate fluctuations. These include
interest rate swaps, options, collar and caps. Gains and losses on revaluation exclude interest expense on derivatives. The
Group 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.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

4. 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 different 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 – as demonstrated
as the three values range from £29.4m to £33.6m.

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.

Investments

Under IFRS 9, the Group has made an irrevocable election at initial recognition for particular investments in equity
instruments that would otherwise be measured at fair value through profit or loss to present subsequent changes
through other comprehensive income, and classified in the Statement of Financial Position 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 is considered and where it cannot be measured reliably they have therefore been measured at cost.
Movements in fair value are taken directly to equity. When these investments are considered impaired in accordance
with the requirements of IFRS 9, the impairment losses are recognised in the Income Statement. The 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.

Current asset investments are held for short term trading and are carried at fair value with movements in fair value
recognised in the Income Statement.

Impairment of investments (non-current assets)

At each Statement of Financial Position date a provision for impairment is established based on expected credit losses.
If the asset is judged to be impaired the loss is 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.

Share capital

Share capital represents the nominal value of shares issued by the Company.

Share premium

Share premium represents amounts received in excess of nominal value on the issue of share capital.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

4. Significant accounting policies continued

Treasury shares

Treasury shares represents the cumulative amounts paid to re-purchase shares in the company.

Capital redemption reserve

The capital redemption reserve arises on the purchase of the Company’s own shares for cancellation.

Retained earnings

Retained earnings represent the accumulated comprehensive income and losses of the Group less dividends paid.

Dividends

Dividends are recognised based on the value per share declared. Where scrip dividends are issued, the value of such
shares, measured as the amount of the cash dividend alternative, is credited to share capital and share premium. The net
movement in equity represents the cash paid on the dividend.

Leases

IFRS 16 was adopted as of 1 January 2019. A right of use asset and a lease liability has been recognised for all leases
except leases of low value assets, which are considered to be those with a fair value below £10,000, and those with a
duration of 12 months or less. The right-of-use asset has been measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and
remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date.

The Group will depreciate the right-of-use assets on a straight-line basis from the lease commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Where impairment indicators
exist, the right of use asset will be assessed for impairment.

The lease liabilities are measured at the present value of the lease payments due to the lessor over the lease term,
discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental
borrowing rate.

After initial measurement, any payments made will reduce the liability and the interest accrued will increase it. Any
reassessment or modification will lead to a remeasurement of the liability. In such case, the corresponding adjustment
will be reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

On the Statement of Financial Position, right-of-use assets have been capitalised and included as a separate item.

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 sub-lease for the office premises has not been recognised
on the grounds of materiality.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

5. Revenue, cost of sales and other income
The Group’s only operating segment is investment and dealing in property and securities. All revenue, cost of sales and
profit or loss before taxation is generated in the United Kingdom. The Group is not reliant on any key customers.

Other income
Insurance proceeds not utilised
Furlough support
Service charge management fees
Dilapidations and other

6. Operating profit

The operating profit for the year is stated after charging:
Fees payable to the Group’s auditor for the audit of both the parent company
and the Group’s annual report and accounts (and its subsidiaries):

Current Auditor
Previous auditor

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

7. Staff costs

Staff costs, including Directors’ remuneration, were as follows:
Wages and salaries
Social security costs
Pension contributions

2020
£’000

–
104
101
262

467

2020
£’000

83
14

2020
£’000

809
88
32

929

2019
£’000

145
–
101
197

443

2019
£’000

–
116

2019
£’000

785
87
12

884

The average monthly number of employees, including Directors, during the year was as follows:

Directors
Other employees

2020
Number

2019
Number

5
16

5
19

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

8. Directors’ remuneration

Emoluments for services as Directors

2020
£’000

228

2019
£’000

221

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 PLC. Information regarding their emoluments is set out above.

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

Emoluments for services as directors
Employers’ NIC

Short term employee benefits (salaries and benefits)

Investment income

Interest on bank deposits
Dividends from equity investments

10. Finance costs

Interest payable on bank overdrafts and loans
Interest payable on lease liabilities

Finance costs – interest
Finance costs – swap interest (on financial derivatives)

2020
£’000

228
30

258

2020
£’000

9
32

2020
£’000

1,596
687

2,283
2,726

5,009

2019
£’000

221
23

244

2019
£’000

36
76

112

2019
£’000

1,818
651

2,469
2,437

4,906

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

11. Income tax charge
The charge for taxation comprises the following:

Current year UK corporation tax
Prior year UK corporation tax

Current year deferred tax credit – note 27

Income tax credit for the year

2020
£’000

310
58

368
(439)

(71)

2019
£’000

669
(76)

593
(1,463)

(870)

Domestic income tax is calculated at 19.00% (2019 – 19.00%) of the estimated assessable profit or loss for the year.
The provision for deferred tax has been calculated on the basis of 19.00% (2019 – 17.00%).

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

Profit/(loss) before taxation
Profit/(loss) before tax multiplied by the average
of the standard rate of UK corporation tax of
19.00% (2019 – 19.00%)
Tax effect of expenses that are not deductible
in determining taxable profit
Dividend income not taxable for tax purposes
Tax on chargeable gains difference to profits
Movement in deferred tax on revalued assets
Difference in current and deferred tax rates
Prior year corporation tax over provision

Tax (credit)/charge

2020
£’000

2,573

489

21
(6)
(75)
(558)
–
58

(71)

2020
%

19.0

0.8
(0.2)
(2.9)
(21.7)
–
2.3

12. Loss or profit attributable to members of the parent undertaking

Dealt with in the accounts of:
– the parent undertaking
– subsidiary undertakings

Reconciliation of parent company profit and loss

(Loss)/profit of parent company before intercompany adjustments
Bad debt provision – intercompany loan/investments*
Intercompany dividends*

Loss attributable to members of the Parent undertaking

* removed on consolidation

2019
£’000

(4,963)

(943)

53
(14)
(61)
353
(181)
(76)

(870)

2020
£’000

(9,725)
12,369

2,644

2020
£’000

(9,861)
5,200
(5,064)

(9,725)

2019
%

19.0

(1.1)
0.3
1.2
(7.1)
3.6
1.6

2019
£’000

(6,271)
2,178

(4,093)

2019
£’000

(8,120)
2,300
(451)

(6,271)

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

13. Dividends
Amounts recognised as distributions to equity holders in the period:

Special dividend for the year ended 31 December 2018 of 15p per share
Final dividend for the year ended 31 December 2019 of 6p per share (2018: 6p per share)
Interim dividend for the year ended 31 December 2019 of 6p per share

2020
£’000

–
1,061
–

1,061

2019
£’000

2,653
1,061
1,061

4,775

The Directors recommend a payment of a final dividend for the year ended 31 December 2020 of 6p per share (2019 –
6p), following the interim dividend to be paid on 2 July 2021 of 6p per share (2019 – 6p). The final dividend of 6p per share
will be payable on 14 October 2021 to shareholders on the register at the close of business on 3 September 2021
(Ex dividend on 2 September 2021).

The full ordinary dividend for the year ended 31 December 2020 is anticipated to be 12p per share, subject to shareholder
approval, being the 6p interim per share paid and the recommended final dividend of 6p per share.

14. Earnings per ordinary share (basic and diluted)
The calculation of profit/(loss) per ordinary share is based on the profit/(loss), being a profit of £2,644,000 (2019 – loss
of £4,093,000) and on 17,683,469 ordinary shares being the weighted average number of ordinary shares in issue during
the year excluding treasury shares (2019 – 17,683,469). There are no potential ordinary shares in existence. The Company
holds 63,460 (2019 – 63,460) ordinary shares in treasury.

15. Plant and equipment

Cost
At 1 January 2019
Disposals

At 1 January 2020
Disposals

At 31 December 2020

Accumulated depreciation
At 1 January 2019
Disposals

At 1 January 2020
Disposals

At 31 December 2020

Carrying amount
At 31 December 2020 and 2019

Fixtures and
equipment
£’000

Motor
vehicles
£’000

Total
£’000

89
–

89
(16)

89
–

89
(16)

–

8
–

–

97
–

97
(16)

97
–

97
(16)

–

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

16. Investment properties

Fair value
At 1 January 2019
Additions
Transfer from stock properties
Disposals
Fair value adjustment on investment properties held on leases
Revaluation decrease

At 1 January 2020
Additions
Disposals
Fair value adjustment on investment properties held on leases
Revaluation increase

At 31 December 2020

Carrying amount
At 31 December 2020

At 31 December 2019

Investment
properties
£’000

170,236
8,138
239
(550)
109
(8,832)

169,340
5,538
(550)
501
6,146

180,975

169,340

At 31 December 2020, £128,715,000 (2019 – £130,366,000) and £52,260,000 (2019 – £38,974,000) 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

2020
£’000

2019
£’000

134,493

130,722

The Group has pledged £159,497,000 (ignoring lease obligations) of investment property (2019 – £152,222,000) as
security for the main loan facilities with HSBC and Santander granted to the Group at the Statement of Financial Position
date. A further £3,050,000 was pledged after the year-end. A further £2,100,000 is pledged to Shawbrook Bank.

Costs relating to ongoing and potential developments are included in additions to investment properties and in the year
ended 31 December 2020 amounted to £1,746,0000 (2019 – £378,000).

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

16. Investment properties continued
The property rental income earned by the Group from its investment property, all of which is leased out under operating
leases, amounted to £13,014,000 (2019 – £14,189,000).

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 majority of the portfolio are in the range of 5.0% – 15.0% with the average yield being circa 7.8%.
Assuming all else stayed the same; a decrease of 1.0% in the average yield would result in an increase in fair value of
£24,536,000. An increase of 1.0% in the average yield would result in a decrease in fair value of £18,960,000.

The property valuations were carried out mainly by Carter Jonas and LSH (93% of portfolio – charged element), with
directors valuation the remainder at 31 December 2020 (entire portfolio by the directors at December 2019). The
valuation methodology applied by the Directors and the external valuers is in accordance with The RICS Valuation Global
Standards (effective from July 2017), 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 the base 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 2020 this was a fair value gain of £6,146,000 (2019 – fair value loss
of £8,832,000). The amount of realised gains or losses is shown as the profit on disposal of investment properties within
the income statement, for 2020 there was a realised gain of £150,000 (2019 – £515,000).

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

17. Subsidiaries
Details of the Company’s subsidiaries at 31 December 2020 are as follows;

Name of subsidiary

Panther Trading Limited
Panther (Dover) Limited
Panther Gateshead (VAT) Limited
Panther Shop Investments Limited
Panther Shop Investments (Midlands) Limited
Panther Investment Properties Limited
Panther (Bromley) Limited (*)
Snowbest Limited
Surrey Motors Limited
Westmead Building Company Limited
Multitrust Property Investments Limited
Etonbrook Properties PLC
Northstar Property Investment Limited
Panther (VAT) Properties Limited
Northstar Land Limited
London Property Company PLC
Eurocity Properties PLC
Eurocity Properties (Central) Limited (**)
CJV Properties Limited (**)
Panther AL Limited
Panther AL (VAT) Limited
Melodybright Limited
Panther Hinckley (VAT) Limited
Lord Street Properties (Southport) Limited

* 100% subsidiary of Surrey Motors Limited
** 100% subsidiaries of Eurocity Properties PLC

Country of
incorporation
and operation

Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain
Great Britain

Activity

Property
Property
Property
Property
Property
Property
Property
Property
Non-trading
Property
Property
Non-trading
Property
Property
Dormant
Dormant
Property
Property
Property
Property
Property
Property
Property
Property

Proportion
of ownership
interest
%

Proportion
of voting
power held
%

100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99.99

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

The registered office of all the above companies is Unicorn House, Station Close, Potters Bar, Herts, EN6 1TL.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

18. Investments

Cost or valuation
At 1 January 2019
Movement in fair value taken to equity
Movement in fair value taken to equity realised on disposal
Disposals

At 1 January 2020

Additions
Movement in fair value taken to equity
Disposals

At 31 December 2020

Comprising at 31 December 2020:
At cost
At valuation/net realisable value

Carrying amount
At 31 December 2020

At 31 December 2019

Non-current
assets
£’000

1,850
(225)
48
(746)

927

633
(354)
(592)

614

17
597

614

927

The 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 securities carried at fair value are classified as Level 1 in the fair
value hierarchy specified in IFRS 13. The fair value of investments in unquoted equity securities, which are not publically
traded, cannot be reliably measured and have therefore been shown at cost. The valuation of the investments is sensitive
to stock exchange conditions.

Price risk

For the year ended 31 December 2020 if the average share price of the portfolio was 10% lower, then the loss recognised
in Other Comprehensive Income would have been £77,000 lower (2019: £91,000 lower). Corresponding gains would be
seen for a 10% uplift.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

19. Stock properties

Stock properties

2020
£’000

350

2019
£’000

350

The cost of stock properties recognised as an expense and included in cost of sales amounted to £nil (2019 – £98,000).
Impairments of £nil have been recognised against stock properties (2019 – £nil).

The market value of stock properties is £585,000 (2019 – £600,000).

£585,000 (2019: £600,000) of stock properties at market value have been provided as security for the bank loan from
HSBC and Santander referred to in note 24.

The market value shown as at 31 December 2020 one stock property was valued by the Carter Jonas and one by the
Directors (31 December 2019 both were valued 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 financial statements.

20. Capital commitments

Capital expenditure that has been contracted for but
has not been provided for in the accounts

2020
£’000

2019
£’000

200

1,812

This relates to an ongoing development started in 2019 for a large retail unit and flats above it with £200,000 of the above
being settled by the time of announcement.

21. Trade and other receivables

Trade receivables
Bad debt provision

Prepayments
Accrued income

2020
£’000

4,887
(2,470)

2,417
896
612

3,925

2019
£’000

3,683
(1,392)

2,291
299
799

3,389

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 £12,247,000 (2019 – £12,575,000) (which relates to £3,029,000 (2019 – £3,090,000) included in the above (less
prepayments) and the Group’s cash or cash equivalents).

Debts are specifically provided for on an expected credit loss model. The bad debt provision includes all material doubtful
debts that the directors are aware of. Other receivables and accrued income are shown net of provisions.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

21. Trade and other receivables continued
Movement in allowance for doubtful debts on trade and other receivables and cash and cash equivalents:

Trade
receivables
£’000

Accrued
income
£’000

Other
receivables
£’000

Cash and cash
equivalents
£’000

Total bad debt
provisions
£’000

Balance at 1 January 2019
Amount written off as uncollectable
Charge/(credit) to income statement

Balance at 1 January 2020
Amounts written off as uncollectable
Charge/(credit) to income statement

Balances at 31 December 2020

1,659
(804)
537

1,392
(592)
1,670

2,470

571
(571)
–

–
–
–

–

250
(239)
(11)

–
–
–

–

47
–
(2)

45
–
(1)

2,527
(1,614)
524

1,437
(592)
1,669

2,514

The cash and cash equivalents balances provided against related to balances on account with Kaupthing Singer and
Friedlander before they went into administration in 2008. The Group at the Statement of Financial Position date had
received 86.77p in the pound from an original balance of £332,000.

22. Other financial assets

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 financial assets are cash and cash equivalents and trade and other receivables.

The credit risk on liquid funds is mitigated by the use of bank counterparties with high credit-ratings assigned by
international credit-rating agencies. Kaupthing Singer and Friedlander went into administration and all of its balances are
provided against (see note 21). Further information on the Group’s credit risk is detailed within the Group Strategic Report.

23. Share capital

Allotted, called up and fully paid
17,746,929 (2018 – 17,746,929) ordinary shares of £0.25 each

2020
£’000

2019
£’000

4,437

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

During 2020 no ordinary shares were issued in the period (2019 – no ordinary shares were issued). 63,460 (2019 – 63,460)
ordinary shares are held in treasury.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

24. Bank loans

Bank loans due within one year
(within current liabilities)
Bank loans due after more than one year
(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

2020
£’000

63,066

2019
£’000

1,072

58,955

63,117

60,027

2020
£’000
Interest*

–

317
1
–

318

2020
£’000
Capital

5,995

63,066
51
–

69,112

2020
£’000
Total

5,995

63,383
52
–

69,430

2019
£’000
Total

5,172

2,633
59,592
43

62,268

based on the year end 3 month LIBOR floating rate – 0.05%, and bank rate of 0.10%.

*
** Trade creditors, other creditors and accruals

On 19 April 2016 the Group last renewed its £75,000,000 loan facility by entering into a 5 year term loan with HSBC and
Santander. The Group has more recently agreed a short term extension to July 2021 in order to give time to extend the
facility. A new facility has been agreed and credit approved with a 3 year term and a total facility of £66,000,000. The
paper work should complete by the end of the current extension.

A Shawbrook bank loan of £117,000 at the year end is repayable over its life to September 2022.

The bank loans are secured by first fixed charges on the properties held within the Group and floating asset over all the
assets of the Company. The lenders have also taken fixed security over the shares held in the Group undertakings.

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.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

25. 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 2019
Debit to equity for the year
Credit to Income Statement for the year

Asset at 1 January 2020
Debit to equity for the year
Debit to Income Statement for the year

Asset at 31 December 2020

Deferred taxation arises in relation to:

Deferred tax

Deferred tax liabilities:
Investment properties

Deferred tax assets:
Tax allowances in excess of book value
Fair value of investments
Derivative financial liability

Net deferred tax asset

Total
£’000

1,811
30
1,463

3,304
67
439

3,810

2020
£’000

2019
£’000

(2,681)

(1,533)

271
138
6,082

3,810

266
64
4,507

3,304

As at 31 December 2020 the substantively enacted rate was 19% (2019: 17%) and this has been used for the deferred
tax calculation.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

26. Trade and other payables

Trade creditors
Social security and other taxes
Other creditors
Leases (see note 29)
Accruals
Deferred income

2020
£’000

3,602
329
1,208
687
1,185
2,350

9,361

2019
£’000

2,863
132
1,225
651
1,084
2,586

8,541

Trade creditors and accruals comprise amounts outstanding for trade purchases.

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 £78,467,000 (2019 – £73,894,000) (includes
payables above and the long term and short term borrowings, excluding deferred income plus lease liabilities).

27. 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 cash flow risks associated with a rise in interest rates
but does expose it to fair value risk.

Bank loans
Interest is charged as to:

Fixed/Hedged
HSBC Bank plc*
HSBC Bank plc**
Unamortised loan arrangement fees
Floating element
HSBC Bank plc
Shawbrook Bank Ltd

2020
£’000

35,000
25,000
–

3,000
117

63,117

Rate

7.01%
6.58%

Rate

7.01%
6.58%

2019
£’000

35,000
25,000
(159)

–
186

60,027

Bank loans totalling £60,000,000 (2019 – £60,000,000) are fixed using interest rate swaps removing the Group’s 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.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

27. 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
Interest rate swap
Interest rate swap

Hedged
amount
£’000

35,000
25,000
25,000

Duration of
contract
remaining
‘years’

17.69
0.92
10.00

Average
rate

5.06%
4.63%
2.13%

Net fair value loss on derivative financial assets

2020
Fair
value
£’000

(26,577)
(1,100)
(4,332)

(32,009)

(5,498)

2019
Fair
value
£’000

(22,209)
(1,792)
(2,510)

(26,511)

(997)

Fixed rate came into effect on 1 September 2008. Rate includes 1.95% margin. The contract includes mutual breaks, the first potential one was
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 1.95% 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.

Analysis of debt maturity

Annual cash flows in respect of derivative financial instruments are approximately £2,726,000 (2019: £2,437,000) per
annum based on current LIBOR rates.

Interest rate risk

For the year ended 31 December 2020, 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 £31,000 higher (2019: £2,000 higher). This analysis excludes any effect 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 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 Group Strategic Report.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

28. Contingent liabilities
There were no contingent liabilities at the year end (2019: nil).

29. Lease arrangements and obligations under leases
IFRS 16 eliminates the classification of leases as operating leases or finance leases and treats all in a similar way to
finance leases.

The Group as lessee

The Group paid rent under non-cancellable leases in the year of £878,000 (2019 – £842,000).

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 155 years. The minimum rental payment obligations due under these operating leases and
anticipated rental income derived from these investments are shown below. The rate used to determine the present
value of the minimum rental payment obligations, is the cost of capital relevant to the time they were first entered into
(majority of these are at 7.13% relating to when standard first introduced). The difference between the rents payable in
the year of £878,000 (2019: £842,000) and the minimum for the year of £687,000 (2019: £651,000) is related to the
contingent element only payable out of rents receivable.

Minimum future payments under non-cancellable leases

(Lessee)

Payable within one year
Payable between one year and five years
Payable in more than five years

Anticipated rental income derived under non-cancellable sub leases

(Lessor)

Payable within one year
Payable between one year and five years
Payable in more than five years

2020
£’000

687
2,748
45,526

48,961

2020
£’000

3,434
10,668
5,616

19,718

2019
£’000

651
2,603
43,648

46,902

2019
£’000

3,729
11,099
6,359

21,187

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

29. Lease arrangements and obligations under leases continued

Leases due within one year
(included within current liabilities)

Leases due within one to five years
Leases due in more than five years

(included within non-current liabilities)

Total lease obligations

The Group as a lessor

2020
£’000

687

2,748
5,591

8,339

9,026

2019
£’000

651

2,604
5,308

7,912

8,563

The Group rents out its investment properties under leases. Revenue represents the Groups rental income for the year.

Contracted rental income derived under non-cancellable leases on investment properties

Payable within one year
Payable between one year and five years
Payable in more than five years

30. Reconciliation of liabilities from financing activities

2020
£’000

11,350
30,221
26,845

68,416

2019
£’000

12,613
35,454
36,643

84,710

Derivative financial instruments
Leases (current)
Leases (non-current)
Borrowings (current)
Borrowings (non-current)

1 January
2019
£’000

(25,514)
(571)
(7,510)
(1,071)
(58,864)

(93,530)

1 January
2020
£’000

(26,511)
(651)
(7,912)
(1,072)
(58,955)

(95,101)

Cash
flow
£’000

–
651
–
1,071
(1,000)

722

Cash
flow
£’000

–
687
–
1,070
(4,000)

(2,243)

Non-cash
movements
New Leases
£’000

Other
non-cash
movements
£’000

31 December
2019
£’000

–
(160)
(973)
–
–

(1,133)

(997)
(571)
571
(1,072)
909

(1,160)

(26,511)
(651)
(7,912)
(1,072)
(58,955)

(95,101)

Non-cash
movements
New leases
£’000

Other
non-cash
movements
£’000

31 December
2020
£’000

–
(36)
(1,114)
–
–

(1,150)

(5,498)
(687)
687
(63,064)
62,904

(32,009)
(687)
(8,339)
(63,066)
(51)

(5,658)

(104,152)

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Consolidated Financial Statements continued

31. Events after the reporting date
In late January 2021, the Group exchanged contracts to purchase an industrial building in Trowbridge for £3.3m, paying
a 5% deposit. Completion is at a time of the seller’s option with the earliest date being 15 months and the latest being
30 months from exchange. The seller also has the ability to take a leaseback at completion at a market rent. The industrial
unit is well located and is a 96,000sq ft building on circa six acres of land.

The Group has paid £5m in February 2021 to vary a long-term swap agreement. The agreement varied was an interest
rate swap fixed at 5.06% until 31 August 2038 on a nominal value of £35m and has circa 17.5 years remaining. Following
the variation, the Group’s fixed rate will drop on 1 September 2023 to 3.40% saving the Group £581,000pa in cash flow
until the end point of the instrument.

32. 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 is shown in note 8 to the financial statements and
Directors’ emoluments are shown in note 8 and the Directors’ Report.

At 31 December 2020 included within creditors was, £22,000 (2019: £9,000) payable to the beneficiaries of the estate
of late F Perloff, £16,000 due to H Perloff (2019: £24,000), all close family members of a director. Movement in the year
related to property management services. Also A Perloff owed the Group £3,000 (2019: £17,000) at the year end.

At 31 December 2020 included within creditors was, £61,000 (2019: £43,000) owed to Maland Pension Fund a company
sponsored pension scheme (for a director). This is a trading relationship as the balance owed was in relation to a jointly
owned property were the interests were split and have been for many years. The company has not contributed for over
a decade and there are no plans to make any further contributions.

Anglia Home Furnishings Ltd a company owned wholly by Portnard Ltd took assignment of a lease and pays rent to the
group of £125,000 pa.

During the year dividends of £285,000 (2019: £1,323,000) were paid to directors of the Group.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Parent Company Statement of Financial Position
As at 31 December 2020

Notes

£’000

94,788
29
7,664

102,481

(74,454)

38
27

Fixed assets
Investments

Current assets
Debtors
Current asset investments
Cash at bank and in hand

Creditors: amounts falling due
within one year

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
Treasury shares
Capital redemption reserve
Profit and loss account

Shareholders’ funds

2020
£’000

22,662

28,027

50,689

–
(32,009)

18,680

4,437
5,491
(213)
604
8,361

18,680

£’000

93,145
168
7,841

101,154

(11,188)

2019
£’000

25,275

89,965

115,241

(58,841)
(26,511)

29,889

4,437
5,491
(213)
604
19,570

29,889

As permitted under Section 408 of the Companies Act 2006, no Income Statement or Statement of Comprehensive
Income is presented for the parent company.

The Parent Company made a loss of £9,861,000 (2019: a loss of £8,120,000).

The accounts were approved by the Board of Directors and authorised for issue on 25 May 2021. They were signed on
its behalf by:

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A.S. Perloff
Chairman

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Parent Company Statement of Changes in Equity
For the year ended 31 December 2020

Balance at 1 January 2019
Loss for the year
Movement in fair value of investments
taken to equity
Deferred tax relating to movement in
fair value of investments taken to equity
Realised fair value of disposal of investments
previously taken to equity
Realised deferred tax relating to disposal
of investments previously taken to equity
Dividends

Balance at 1 January 2020
Loss for the year
Movement in fair value of investments
taken to equity
Deferred tax relating to movement in
fair value of investments taken to equity
Dividends

Share
capital
£’000

4,437
–

Share
premium
£’000

5,491
–

Capital
Treasury redemption
reserves
£’000

shares
£’000

Retained
earnings
£’000

Total
£’000

(213)
–

604
–

32,612
(8,120)

42,931
(8,120)

–

–
–

–

–
–

–

–
–

–

–
–

4,437
–

5,491
–

(213)
–

604
–

(225)

(8)
(4,775)

19,570
(9,861)

(8)
(4,775)

29,889
(9,861)

–

–
–

–

–
–

–

–
–

–

–
–

(354)

67
(1,061)

Balance at 31 December 2020

4,437

5,491

(213)

604

8,361

18,680

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Parent Company Financial Statements
For the year ended 31 December 2020

33. Accounting policies for the Parent Company
The Parent Company financial statements have been prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework.

Basis of preparation of financial statements

The company has taken advantage of the following disclosure exemptions under FRS 101:

•

the exemption from providing certain comparative information;

the exemption from preparing a statement of cash flows;

the exemption from declaring compliance with IFRS;

the exemption from disclosing aspects of capital risk management;

the exemption from providing a reconciliation on the number of shares outstanding;

the exemption from disclosing information about IFRS in issue but not yet adopted;

the exemption from disclosing key management personnel compensation; and

the exemption from disclosing transactions between wholly owned group members.

In relation to the following exemptions equivalent disclosures have been given in the consolidated financial statements:

•

the exemption from certain financial instrument disclosures; and

the exemption from certain fair value disclosures.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that
affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts
reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes
could differ from those estimates.

Judgements and key sources of estimation uncertainty of the Group, applicable to the consolidated financial statements
have been disclosed in note 3 to the consolidated financial statements. The only additional judgement relates to the
recoverability of intercompany balances. Apart from that there are no additional judgements and key sources of
estimation uncertainty that are applicable to the Parent Company only.

Significant accounting policies

The accounting policies of the Parent Company are identical to those adopted in the Consolidated Financial Statements
of the Group, where applicable, with the exception of revenue recognition and the addition of investments in subsidiaries
and the assessment of balances such as intercompany receivables which are cancelled out on consolidation.

Revenue recognition

Turnover comprises dividend income from investments recognised when the Company’s rights to receive payment have
been established.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Parent Company Financial Statements continued

33. Accounting policies for the Parent Company continued

Investments

Under IFRS 9, the Company has made an irrevocable election at initial recognition for particular investments in equity
instruments that would otherwise be measured at fair value through profit or less to present subsequent changes through
other comprehensive income. Fair values of these investments are based on quoted market prices where available. The
fair value of the investments in unquoted equity securities is considered where it can and cannot be measured reliably they
have therefore been measured at cost. Movements in fair value are taken directly to equity. When these investments
are considered impaired in accordance with the requirements of IFRS 9, under the expected credit loss model, the
impairment losses are recognised in the Income Statement. The 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.

Current asset investments are held for short term trading and are carried at fair value with movements in fair value
recognised in the Income Statement.

34. Staff costs

Staff costs, including Directors’ remuneration, were as follows:
Wages and salaries
Social security costs
Pension contributions

2020
£’000

809
88
32

929

2019
£’000

785
87
12

884

The average monthly number of employees, including Directors, during the year was as follows:

Directors
Other employees

2020
Number

2019
Number

5
16

5
19

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Parent Company Financial Statements continued

35. Fixed asset investments

Cost or valuation
At 1 January 2020
Additions
Movement in fair value taken to equity
Provision on investments
Disposals

At 31 December 2019

Investments:
Listed
Unlisted

Shares in
Group
undertakings
£’000

Other
investments
£’000

24,348
–
–
(2,300)
–

22,048

–
22,048

927
633
(354)
–
(592)

614

597
17

Total
£’000

25,275
633
(354)
(2,300)
(592)

22,662

597
22,065

The above investments are shown at market value where there is an active market for these shares. The historic cost of
listed investments is £1,324,000 (2019: £1,284,000).

For details of the Company’s subsidiaries at 31 December 2020, see note 17.

36. Debtors

Due less than one year:
Other debtors
Corporation tax
Amounts owed by Group undertakings
Prepayments and accrued income
Due more than one year:
Deferred tax (note 39)

37. Creditors
Amounts falling due within one year

Trade creditors
Bank loans
Amounts owed to Group undertakings
Social security and other taxes
Other creditors
Accruals and deferred income

2020
£’000

23
121
87,737
687

6,220

94,788

2020
£’000

1,159
63,000
9,816
47
105
327

74,454

2019
£’000

268
1,270
87,022
15

4,570

93,145

2019
£’000

42
1,000
9,541
46
141
418

11,188

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Parent Company Financial Statements continued

38. Creditors
Amounts falling due after more than one year

Bank loans

2020
£’000

–

2019
£’000

58,841

The bank loan is secured by first fixed charges on the properties held within the Group and floating charge over all the
assets of the Company. The lenders have also taken fixed security over the shares held in the Group undertakings.

39. Deferred taxation
The following potential deferred taxation asset is recognised:

Fair value of investments
Fair value of financial instruments

40. Called up share capital

Authorised
30,000,000 ordinary shares of £0.25 each

Allotted, called up and fully paid
17,746,929 (2019: 17,746,929) ordinary shares of £0.25 each

2020
£’000

138
6,082

6,220

2019
£’000

63
4,507

4,570

2020
£’000

2019
£’000

7,500

4,437

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

During 2020, no ordinary shares were issued in the period (2019: nil). 63,460 (2019: 63,460) ordinary shares of £0.25 each
are held in treasury representing 0.4% of the Company’s issued share capital.

41. 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 is shown in note 8 to the financial statements and
Directors’ emoluments are shown in note 8 and the Directors’ Report.

During the year dividends of £285,000 (2019: £1,323,000) were paid to directors of the Group.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notes to the Parent Company Financial Statements continued

42. Risk management
For information on the Company’s risk management please refer to note 27 of the Group accounts.

43. Events after the reporting period date
The Company has paid £5m in February 2021 to vary a long-term swap agreement. The agreement varied was an interest
rate swap fixed at 5.06% until 31 August 2038 on a nominal value of £35m and has circa 17.5 years remaining. Following
the variation, the Group’s fixed rate will drop on 1 September 2023 to 3.40% saving the Group £581,000pa in cash flow
until the end point of the instrument.

44. Authorisation of financial statements and statement of compliance with FRS101
The financial statements of Panther Securities PLC (the “Company”) for the year ended 31 December 2020 were
authorised for issue by the Board of Directors on 25 May 2021 and the Statement of Financial Position was signed on the
board’s behalf by A S Perloff. Panther Securities PLC is incorporated and domiciled in England and Wales. These financial
statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS
101) and in accordance with applicable accounting standards.

The Company’s financial statements are presented in Sterling and all values are rounded to the nearest (£000’s) except
when otherwise indicated.

The results of Panther Securities PLC are included within the consolidated financial statements of Panther Securities
PLC. The principal accounting policies adopted by the Company are set out in note 33.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notice of Annual General Meeting

Arrangements for the 2021 Annual General
Meeting (AGM) in light of COVID-19.
The 87th Annual General Meeting of Panther Securities
P.L.C. is planned to be held on 30 June 2021 at Unicorn
House, Station Close, Potters Bar, Herts., EN6 1TL at
10.00 am.

Whilst the meeting will be an open meeting and by Zoom,
the open meeting will be subject to any restrictions on
physical meetings that prevail at the time of the meeting.

The Zoom meeting will be capped at a maximum of 100
people. Shareholders wanting to have the login details will
need to download the ZOOM application and email
info@pantherplc.com with subject “Shareholder meeting”
at least 3 days before the meeting. Requests for
admission will be dealt with on a first come, first served
basis.

In view of the COVID-19 pandemic, it is the Board’s
strong preference for people not to attend in person
this year.

Any member who still wishes to attend must email
info@pantherplc.com by 15 June 2021 so that we can
ensure the premises are ‘COVID-safe’. Please note that
we may have to refuse based on numbers and safety
measures.

Proxy Voting is encouraged this year and no one apart
from the Chairman will be allowed to be a Proxy.

If you have any questions prior to the Annual General
Meeting please email the address above.

As Ordinary Business
1. To receive and adopt the Group Strategic Report,
Directors’ Report and Financial Statements for the
year ended 31 December 2020 contained in the
document entitled “Annual Report and Financial
Statements 2020”.

2. To ratify the payment of a final dividend of 6.0p per

ordinary share as the final dividend.

3. To re-elect A. S. Perloff who is retiring by rotation, as

a Director.

4. To re-elect J. H. Perloff who is retiring by rotation, as

a Director.

5. To reappoint new auditors Crowe U.K. LLP and to
to determine their

authorise the Directors
remuneration.

As Special Business
To consider, and,
if thought fit, pass the following
resolutions of which resolutions 6 and 7 will be proposed
as ordinary resolutions and resolution 6 as a special
resolution.

6. 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):

6.1 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 earlier of 15 months from the
date of passing of this resolution and the
conclusion of the Annual General Meeting of the
Company to be held in 2021 (unless previously
revoked or varied by the Company in general
meeting) except that the Company may before
such expiry make any offer or agreement which
could or might require relevant securities to be
allotted after such expiry and the Directors may
allot relevant securities pursuant to any such
offer or agreement as if such authority had not
expired; and

6.2 this resolution revokes and replaces all
unexercised authorities previously granted to
the directors pursuant to section 551 of the
Companies Act 2006 but without prejudice to
any allotment of shares or grant of rights already
made, offered or agreed to made pursuant to
such authorities.

7. That, subject to the passing of resolution 5, set out
in the Notice convening this Meeting, the Directors
are empowered in accordance with section 571 of
the Companies Act 2006 to allot equity securities (as
defined in section 560 of the 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 and/or to sell equity
securities held as treasury shares for cash pursuant
to section 727 of the Companies Act 2006, in each
case as if section 561 (1) of the Companies Act 2006
did not apply to any such allotment or sale, provided
that the power conferred by this resolution shall be
limited to:

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notice of Annual General Meeting continued

7.1 the allotment of equity securities in connection
with an issue or offering in favour of or sale to
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;

7.2 the allotment or sale (otherwise than pursuant
to paragraph 6.1 above) of equity securities up
to an aggregate nominal value not exceeding
£221,000; and

7.3 the power granted by this resolution, unless
renewed, shall expire at the earlier of 15 months
from the date of passing of this resolution and
the conclusion of the Annual General Meeting of
the Company to be held in 2021 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.

8. 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:-

8.1 The maximum number of shares which may be

purchased is 2,500,000 ordinary shares;

8.2 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

8.3 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.

The directors believe that the proposals in resolutions
1-8 are in the best interests of shareholders as a whole
and they unanimously recommend that you vote in
favour of the resolutions.

By order of the Board

S. J. Peters
Company Secretary

Registered Office
Unicorn House
Station Close, Potters Bar
Hertfordshire EN6 1TL

25 May 2021

See over for notes.

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notice of Annual General Meeting continued

Notes

Please note, any reference to voting in person at the AGM
should be interchanged with in person or via Zoom.
Please also ignore any references to appointing a proxy
other than A S Perloff.

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 shareholder may appoint more than one proxy in
relation to the Annual General Meeting provided that
each proxy is appointed to exercise the rights attached
to a different share or shares held by that shareholder.

A proxy form is enclosed. To appoint a proxy,
shareholders must complete:

•

a form of proxy and return it together with the
power of attorney or other authority (if any) under
which it is signed or a notarially certified copy of
such authority, to Link Group, Central Square,
10th Floor, 29 Wellington Street, Leeds, LS1 4DL;
or

a CREST Proxy Instruction (as set out in paragraph
5 below);

in each case so that it is received not later than 48 hours
before the meeting. To appoint more than one proxy,
you will need to complete a separate proxy form in
relation to each appointment.

Please read the notes on the proxy form. The return of
a completed proxy form, will not prevent a shareholder
attending the Annual General Meeting and voting in
person if he/she wishes to do so.

4. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment
service may do so for the Annual General Meeting and
any adjournment(s) of the meeting by using the
procedures described in the CREST Manual (available via
www.euroclear.com/CREST).
personal
members or other CREST sponsored members, and
those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the
appropriate action on their behalf.

CREST

In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be
properly authenticated in accordance with Euroclear UK
& Ireland Limited’s specifications, and must contain the

information required for such instruction, as described
in the CREST Manual. The message, regardless of
whether it constitutes the appointment of a proxy or is
an amendment to the instruction given to a previously
appointed proxy must,
in order to be valid, be
transmitted so as to be received by the Company’s
agent RA10, by the latest time for receipt of proxy
appointments set out in paragraph 2 above. For this
purpose, the time of receipt will be taken to be the time
(as determined by the timestamp applied to the
message by the CREST Applications Host) from which
the Company’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
After this time, any change of instructions to proxies
appointed through CREST should be communicated to
the appointee through other means.

6. CREST members and, where applicable, their CREST
sponsors or voting service providers, should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular
messages. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy
Instructions.
It is the responsibility of the CREST
member concerned to take (or, if the CREST member
is a CREST personal member, or sponsored member, or
has appointed any voting service provider(s), to procure
that his CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that
a message is transmitted by means of the CREST
system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors
or voting service providers are referred, in particular, to
those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.

In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will
be accepted. Seniority is determined by the order in
which the names of the joint holders appear in the
Company’s register of members in respect of the joint
holding (the first-named being the most senior).

Any person to whom this Notice is sent who is a person
nominated under section 146 of the Companies Act
2006 to enjoy information rights (a “Nominated Person”)
may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a
right to be appointed (or to have someone else
appointed) as a proxy for the Annual General Meeting. If
a Nominated Person has no such proxy appointment
right or does not wish to exercise it, he/she may, under
any such agreement, have a right to give instructions to

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notice of Annual General Meeting continued

the shareholders requesting any such website
publication to pay its expenses in complying with
sections 527 or 528 of the Companies Act 2006. Where
the Company is required to place a statement on a
website under section 527 of the Companies Act 2006,
it must forward the statement to the Company’s auditor
not later than the time when it makes the statement
available on the website. The business which may be
dealt with at the Annual General Meeting includes any
statement that the Company has been required under
section 527 of the Companies Act 2006 to publish on
a website.

13. Any member attending the meeting has the right to ask
questions. The Company must answer any such
question relating to the business being dealt with at the
meeting but no such answer need be given if: (a) to do so
would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential
information; (b) the answer has already been given on a
website in the form of an answer to a question; or (c) it is
undesirable in the interests of the Company or the good
order of the meeting that the question be answered.

14.

If you have sold or otherwise transferred all your ordinary
shares in the Company, please forward this annual
report and accounts to the purchaser or transferee or
to the stockbroker, bank or other person through whom
the sale or transfer was effected for transmission to the
purchaser or transferee.

15. No Director is employed under a contract of service.

16. You may not use any electronic address provided in this
Notice, or any related documents including the proxy
form, to communicate with the Company for any
purposes other than those expressly stated.

17. A copy of this Notice, and other information required by
section 311A of the Companies Act 2006, can be found
at www.pantherplc.com

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the shareholder as to the exercise of voting rights. The
statement of the rights of shareholders in relation to the
appointment of proxies in paragraphs 1, 2 and 3 above
does not apply to Nominated Persons. The rights
described in these paragraphs can only be exercised by
shareholders of the Company.

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.

10. Pursuant to regulation 41 of the Uncertificated
Securities Regulations 2001, the Company gives notice
that only those shareholders included in the register of
members of the Company at the close of business on
15 June 2021 or, if the meeting is adjourned, in the
register of members at close of business. on the day
which is two days before the day of any adjourned
meeting, will be entitled to attend and to vote at the
Annual General Meeting in respect of the number of
shares registered in their names at that time. Changes
to entries on the share register at close of business on
15 June 2021, or, if the meeting is adjourned, in the
register of members at close of business. on the day
which is two days before the day of any adjourned
meeting, will be disregarded in determining the rights of
any person to attend or vote at
the Annual
General Meeting.

11. As at 9.00 a.m. on 25 May 2021, the Company’s issued
share capital comprised 17,683,469 ordinary shares of
25 pence each. Each ordinary share carries the right to
one vote at a general meeting of the Company and,
therefore, the total number of voting rights in the
Company as at 9.00 a.m. on 25 May 2021 is 17,683,469.

12. Under section 527 of the Companies Act 2006,
members meeting the threshold requirements set out
in that section have the right to require the Company to
publish on a website a statement setting out any matter
relating to: (i) the audit of the Company’s accounts
(including the auditor’s report and the conduct of the
audit) that are to be laid before the Annual General
Meeting; or (ii) any circumstance connected with an
auditor of the Company ceasing to hold office since the
previous meeting at which annual accounts and reports
were laid in accordance with section 437 of the
Companies Act 2006. The Company may not require

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Notice of Annual General Meeting continued

Explanatory Notes to the Notice of Annual
General Meeting
The following notes provide an explanation as to why
certain resolutions set out in the notice of the Annual
General Meeting of the Company are to be put to
shareholders.

Please ignore any reference to voting in person at the
AGM only proxy voting will be accepted. Please also
ignore any references to appointing a proxy other than
A S Perloff.

All resolutions save for Resolution 8 are ordinary
resolutions and will be passed if more than 50% of the
votes cast for or against are in favour. Resolution 8 is a
special resolution and requires 75% of the votes cast.

Resolution 1 – Laying of accounts and adoption
of reports

The directors are required by the Companies Act 2006 to
present to the shareholders of the Company at a general
meeting the reports of the directors and auditors, and the
audited accounts of the Company, for the year ended 31
December 2020. The report of the directors and the
audited accounts have been approved by the directors,
and the report of the auditors has been approved by the
auditors. A copy of each of these documents may be
found in the document entitled “Annual Report and
Financial Statements 2020”.

Resolutions 3 and 4 – Re-election of directors

In accordance with the Articles of Association of the
Company Simon Peters will stand for re-election as a
director of the Company. Biographical information for the
directors and details of why the Board believes that they
should be re-elected is shown in the Corporate
Governance Report.

Resolution 5 – Auditors’ appointment and remuneration

The Companies Act 2006 requires that auditors be
appointed at each general meeting at which accounts are
laid, to hold office until the next such meeting. The
resolution seeks
the
shareholder
appointment of Crowe LLP and the giving to the Directors
the authority to determine the remuneration of the
auditors for the audit work to be carried out by them in the
next financial year. The amount of the remuneration paid
to the auditors for the next financial year will be disclosed
in the next audited accounts of the Company.

approval

for

Resolution 6 – Authority to the directors to allot shares

The Companies Act 2006 provides that the directors may
only allot shares if authorised by shareholders to do so.
Resolution 6 will, if passed, authorise the directors to allot
shares and to grant rights to subscribe for, or convert
securities into, shares up to a maximum nominal amount
of £2,400,000, which represents an amount which is
approximately equal to 55% of the issued ordinary share
capital of the Company as at 14 May 2020 the latest
practicable date prior to the publication of the notice.

Resolution 7 – Dis-application of statutory pre-
emption rights

The Companies Act 2006 requires that, if the Company
issues new shares for cash or sells any treasury shares, it
must first offer them to existing shareholders in
proportion to their current holdings. It is proposed that the
directors be authorised to issue shares for cash and/or sell
shares from treasury up to an aggregate nominal amount
of £241,000 (representing approximately 5% of the
Company’s issued ordinary share capital as at 25 May
2021, the latest practicable date prior to the publication
of the notice) without offering them to shareholders first
in order to raise a limited amount of capital easily and
quickly if needed. The resolution also modifies statutory
pre-emption rights to deal with legal, regulatory or
practical problems that may arise on a rights or other pre-
emptive offer or issue. If resolution 7 is passed, this
authority will expire at the same time as the authority to
allot shares given pursuant to resolution 6.

Resolution 8 – Purchase of own shares by the Company

If passed, this resolution will grant the Company authority
for a period of up to the end of the next annual general
meeting to buy its own shares in the market. The
resolution limits the number of shares that may be
purchased to 5% of the Company’s issued share capital
as at 25 May 2021, the latest practicable date prior to the
publication of the notice. The price per ordinary share that
the Company may pay is set at a minimum amount
(excluding expenses) of 25 pence per ordinary share and a
maximum amount (excluding expenses) of 5% over the
average of the previous five business days’ middle market
prices. The directors will only make purchases under this
authority if they believe that to do so would result in
increased earnings per share and would be in the interests
of the shareholders generally.

Panther Securities P.L.C.

Annual Report & Financial Statements 2020

Fifty Year Review

Profit/
Rental
(loss)
Income before tax
£’000s
£’000s

Year

Net

assets Dividend
£’000s per share

Net
assets
per

share Major events

2
1971
2
1972
2
1973
3
1974
4
1975
6
1976
11
1977
31
1978
75
1979
159
1980
251
1981
309
1982
354
1983
502
1984
559
1985
641
1986
786
1987
1,292
1988
1,329
1989
1,263
1990
1,714
1991
2,722
1992
2,942
1993
3,229
1994
3,637
1995
4,025
1996
4,647
1997
4,735
1998
4,961
1999
5,518
2000
6,020
2001
7,951
2002
9,125
2003
9,194
2004
8,099
2005
7,510
2006
7,526
2007
7,064
2008
7,380
2009
7,717
2010
8,961
2011
2012 10,781
2013 12,502
2014 12,512
2015 12,840
2016 12,965
2017 12,946
2018 13,607
2019 14,226
2020 13,051

189
9
525
21
532
29
533
30
470
(19)
306
(151)
234
(63)
281
(29)
229
21
328
52
909
91
1,423
99
1,753
137
2,832
49
3,135
107
4,090
164
240
6,750
905 11,725
580 12,211
2,261 10,601
556 14,277
(114) 11,942
707 13,877
1,729 18,569
1,114 18,836
2,146 21,746
2,173 24,010
3,236 28,500
2,056 32,875
2,396 32,285
3,531 37,186
2,956 38,240
3,413 50,104
7,632 49,871
26,549 67,632
9,269 73,269
9,089 78,608
(14,331) 65,846
2,953 68,010
6,401 71,222
(2,312) 66,955
(4,633) 61,992
8,155 67,876
4,377 71,472
8,470 76,017
(2,015) 72,279
24,791 91,212
8,700 94,029
(4,963) 84,946
2,573 86,242

0.04p
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0.04p
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0.22p
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0.33p
1.1p
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27.0p
12.0p
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Note: bold dividend indicates includes a special dividend

2p
5p Perloffs’ and M Block took control
5p
5p
4p
3p Acquired Willsesden Optical Works Ltd
2p 1st business centre Mount Pleasant
3p
2p
3p Sold all optical interests
8p
13p
16p
26p
29p
38p
63p Acquired Surrey Motors ltd

109p
113p

98p Bid for Multitrust PLC
99p Acquired Saxonbest Ltd
83p Acquried Etonbrook Properties PLC
96p
99p Re-obtained full listing and acquired Multitrust Property Investments ltd

101p
121p Bid for Elys PLC
133p
157p
182p Acquired Northstar Group
190p Malcolm Block retired
219p
226p Acquired Eurocity Properties PLC
295p
293p S Peters joins. Sold Panther House.
398p P Rowson retires/J Perloff and S Peters join board
431p
465p
390p Global financial banking crisis
403p
422p
397p
367p
395p
409p
428p Sold MRG Systems Ltd
407p BREXIT fears
516p
532p Record disposals – £41m for £11m profit.
480p
488p COVID-19 pandemic

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Panther Securities P.L.C.

Annual Report & Financial Statements 2020

For your notes

Panther Securities P.L.C.
Unicorn House
Station Close
Potters Bar
Hertfordshire EN6 1TL
www.pantherplc.com