Recommended offer for Daejan Holdings plc

On 21 February 2020, the board of directors of Dock Newco Limited and the independent non-executive director of Daejan Holdings plc jointly announced a recommended final cash offer, in accordance with rule 2.7 of the City Code on Takeovers and Mergers, for the entire issued and to be issued share capital of Daejan not already owned directly or indirectly by the Freshwater Concert Party and to be effected by means of a scheme of arrangement between Daejan and the Relevant Daejan Shareholders under Part 26 of the Companies Act 2006.

Further details, definitions and documents which must be read in conjunction with the above paragraph are available here

Modern Slavey Act Transparancy Statement

Modern Slavery Act Transparency Statement

DAEJAN HOLDINGS PLC - MODERN SLAVERY STATEMENT

Daejan Holdings Plc (Daejan) is committed to preventing acts of modern slavery and human trafficking from occurring within its business and supply chain.

This statement covers Daejan and City and Country Properties Limited and their wholly owned subsidiaries.

About Daejan and structure of our organisation

Daejan is a UK based property investment business. The main activity of Daejan, as carried on through its subsidiaries (the Group), is investment in commercial, industrial and residential property in the UK and also on the eastern seaboard of the USA.

The Group generally holds its properties for the long term in order to generate rental income and capital appreciation and undertakes new development of existing assets. As at 31 March 2019, its portfolio was valued at £2.532 billion.

The Daejan Board has two executive directors and six non-executive directors. The Group operates a substantially outsourced business model. Day-to-day management of the Group’s properties in the UK is carried out by Highdorn Co. Limited and Freshwater Property Management Limited and a number of other commercial managing agents, in the US by Residential Management Inc, companies that are outside the Group.

Our Policies

As Daejan operates a substantially outsourced business model, Daejan has only a limited number of employees. However, we have policies in place to protect our employees and their labour rights in our operations. The employee handbook also contains a whistleblowing policy, which employees can use to report any concerns of unethical behaviour.

Those employees engaged by the property management companies with whom we work are primarily office based, putting them at low risk of modern slavery or human trafficking. The property management companies with whom we work have policies and procedures in place to protect their employees and their labour rights.

Risk and Compliance

We do not consider that we operate in high risk sectors or locations because our real estate portfolio is located in the UK and USA.

Our supply chain is broad and includes direct suppliers (e.g. legal advisors, property managers, letting agents and construction contractors) as well as indirect suppliers (e.g. cleaning, security, construction materials manufacturers).

We recognise that people in our supply chain may be at a higher risk and manage this through our procurement practices with suppliers and property management companies. Within our supply chain there are three main areas of higher risk, including the fair treatment of workers on construction sites, procurement of materials and sourcing of labour services in relation to property management activities.

Daejan evaluates the nature and extent of its exposure to the risk of modern slavery occurring in its supply chain by reviewing its procurement procedures with suppliers and property management companies.

Through our contracting procedures, suppliers and property management companies are required to comply with legislation and ensure that any subcontractors they appoint are also compliant.

Further Actions

Following our review of our actions this financial year to prevent slavery or human trafficking from occurring in our business or supply chains, we intend to take the following further steps to tackle slavery and human trafficking:

-  to introduce a Responsible Procurement Policy to all aspects of the supply chain.

-  to issue pre-qualification questionnaires covering responsible procurement, equal opportunities, real living wage conditions and management procedures to all major contributors to the supply chain via our managing agents and contractors.

This statement is made in accordance with section 54(1) of the Modern Slavery Act 2015 and constitutes Daejan Holdings Plc slavery and human trafficking statement for the financial year commencing 1 April 2019 and ending 31 March 2020.

This statement was approved by the Board on 2 July 2019.

BSE Freshwater
Director

Date: 2 July 2019

Corporate Tax Strategy

Daejan Holdings plc (“Daejan” or “the Group”)

Corporate tax strategy 2018/2019

The Board of Directors of Daejan acknowledge the Group’s responsibility to pay all tax which is due under the law and recognises the importance of corporate tax payments to society.  However, the Board also acknowledge their legal responsibility to act in shareholders’ best interests, which includes not paying more tax than is legally due.

The Board applies this strategy across all forms of taxes including, but not limited to, corporation tax, stamp duties, council tax and business rates, payroll and employment taxes and value added tax.

Daejan’s corporate tax policy

The principal features of Daejan’s corporate tax policy is to:

·         not seek to avoid or evade tax by using inappropriate accounting or other means;

·         pay all amounts of tax due in full and on time to the tax authorities;

·         structure the business to take advantage of allowances and reliefs offered and intended by law or the tax authorities;

·         act with integrity and honesty in all dealings with tax authorities; and

·         take reasonable measures and have reasonable procedures in place to prevent any and all persons associated with the Group from facilitating the evasion of tax both in the UK or overseas.

Risk management and governance arrangements in relation to UK taxation

Daejan seeks to minimise tax risks and has little appetite for disputes with tax authorities. 

The Group’s CFO has designated responsibility for the Group’s tax policy and management on a day to day basis, which is overseen by the Executive Directors and formally considered by the Board as a whole. 

The Group has clear and robust controls and procedures in place to assist the CFO, who is also the Group’s Senior Accounting Officer, to make an annual declaration to HMRC that the Group had appropriate tax accounting arrangements. 

This policy has been approved by the directors of Daejan Holdings plc and will be reviewed on an ongoing basis by the directors and updated as appropriate.

BSE Freshwater – Chairman                                      

29 March 2018

Directorate Change

Daejan Holdings Plc is delighted to announce the appointment of Mr Solly Benaim B.Sc (Econ) FCA as a director with effect from 24 January 2017.

Mr Benaim is the former Global Head of Real Estate at accountancy firm BDO.

No further information is required to be disclosed pursuant to Listing Rule 9.6.13.

End

Board update

It is with sadness that the Board of Daejan announces the passing today of Mr Aaron ‘Mendy’ Bude, after a short illness. Mendy, who served as a Non-Executive Director of the Company from November 2014 to the time of his death, was a highly respected colleague. The Board and the Company benefited greatly from his wise counsel and contribution. The Directors extend their deepest sympathies to Mendy’s family.

Mark Jenner
Company Secretary

Warning to shareholders

Over the last year many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters which imply a connection to the company concerned. These are typically from overseas based ‘brokers’ who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments.

They can be very persistent and extremely persuasive and a 2006 survey by the Financial Services Authority (FSA) has reported that the average amount lost by investors is around £20,000. It is not just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free reports into the company.

If you receive any unsolicited investment advice:

  • Make sure you get the correct name of the person and organisation and make a record of any other information they give you, e.g. telephone number, address etc.
  • Check that they are properly authorised by the FSA before getting involved. You can check at www.fsa.gov.uk/register.
  • The FSA also maintains on its website a list of unauthorised overseas firms who are targeting, or have targeted, UK investors and any approach from such organisations should be reported to the FSA so that this list can be kept up to date and any other appropriate action can be considered. If you deal with an unauthorised firm, you would not be eligible to receive payment under the Financial Services Compensation Scheme. The FSA can, preferably, be contacted by completing an online form at www.fsa.gov.uk/pages/doing/regulated/law/alerts/overseas.shtml or, if you do not have access to the internet, on 0845 606 1234.
  • Inform our Registrars on 0870 600 3970. They are not able to investigate such incidents themselves but will record the details and pass them on to Daejan Holdings PLC and liaise with the FSA.

Details of any sharedealing facilities that the company endorses will be included in company mailings.

More detailed information on this or similar activity can be found on the FSA website http://www.fsa.gov.uk/consumer/.