TIDMEJFI TIDMTTM
RNS Number : 3592Q
EJF Investments Ltd
20 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, AUSTRALIA, CANADA,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, THE PLACING AND/OR ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE PLACING ARE NOT BEING SUBMITTED TO AND
SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED BY AN
AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000. ACCORDINGLY, THE PLACING, THIS
ANNOUNCEMENT AND/OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO
THE PLACING ARE DIRECTED EXCLUSIVELY AT PERSONS IN THE UNITED
KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (" QUALIFIED
INVESTORS "), WHO ARE ALSO (I) PERSONS WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE " ORDER "), (II)
PERSONS WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS BEING
REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS IN THE UNITED KINGDOM. OTHER PERSONS IN THE UNITED
KINGDOM SHOULD NOT RELY OR ACT UPON THIS ANNOUNCEMENT OR ANY OF ITS
CONTENTS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE
PROSPECTUS REGULATION RULES OF THE UNITED KINGDOM'S FINANCIAL
CONDUCT AUTHORITY AND NOT A PROSPECTUS. NEITHER THIS ANNOUNCEMENT
NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATEOEVER IN ANY
JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES REFERRED TO IN THIS ADVERTISMENT EXCEPT ON THE BASIS OF
THE INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED ON 4 APRIL
2022 (THE "PROSPECTUS"). COPIES OF THE PROSPECTUS ARE AVAILABLE
FROM THE COMPANY'S WEBSITE ( WWW.EJFI.COM ), SUBJECT TO APPLICABLE
SECURITIES LAWS.
20 February 2023
EJF Investments Ltd ("EJFI" or the "Company")
Issue of 2025 ZDP Shares under Placing Programme
The Company today announces its intention to issue further zero
dividend preference shares (the "2025 ZDP Shares") pursuant to the
Company's placing programme (the "Placing Programme") as detailed
in the Company's prospectus published on 4 April 2022 (the
"Prospectus"). The additional 2025 ZDP Shares (the "New 2025 ZDP
Shares") will be issued via a placing (the "Placing") to satisfy
market demand and will allow the Company to take advantage of
investment opportunities that have been identified by EJF
Investments Manager LLC, the Company's investment manager (the
"Investment Manager").
The New 2025 ZDP Shares will be issued at a ZDP Placing Price of
119.78 pence per share and will have a final capital entitlement of
140 pence per 2025 ZDP Share on the repayment date of 18 June 2025.
The New 2025 ZDPs will have a yield to maturity of 7.0 per
cent.
Background
The Company currently has a capital structure consisting of
Ordinary Shares and 2025 ZDP Shares. The Company currently has
61,145,198 Ordinary Shares in issue (exclusive of the Ordinary
Shares held in treasury), with a corresponding NAV per Ordinary
Share of 184 pence, and 16,996,857 2025 ZDP Shares. As at 31
January 2023, the Company had combined gearing (which includes the
ZDP Shares) of approximately 18.1 per cent. Pursuant to the
Company's investment policy, the cap on long term gearing for the
Company is 30 per cent. of Net Asset Value, and accordingly the
maximum number of New 2025 ZDPs to be issued is limited to
11,182,183, with the actual issuance amount expected to be lower
than this. For illustrative purposes, following the issue of
2,000,000 New 2025 ZDPs, the cover on the 2025 ZDP Shares would be
5.09x, and the Company's gearing would be 20.2 per cent. of Net
Asset Value.
Placing under the Placing Programme
The Placing will take place through the Company's broker,
Liberum Capital Limited ("Liberum"). The Placing is expected to
close at 12.00 p.m. (London time) on 24 February 2023 but may be
closed earlier or later at the discretion of the Company and
Liberum. Investors are invited to apply for New 2025 ZDP Shares
pursuant to the Placing by contacting their usual sales contact at
Liberum. The final number of New 2025 ZDP Shares to be issued will
be agreed between the Company and Liberum following close of the
Placing and announced shortly thereafter.
Liberum and the Company may choose to accept bids either in
whole or in part and may scale down any bids for this purpose on
such basis as the Company and Liberum may determine.
The Company's Board, in consultation with Liberum, may also
decide not to proceed with the Placing for any reason. In this
case, an announcement will be made by the Company. Applications
will be made to the London Stock Exchange for the New 2025 ZDP
Shares to be admitted to trading on the Specialist Fund Segment of
the London Stock Exchange's Main Market ("Admission"). It is
expected that Admission will become effective at 8:00 a.m. on 1
March 2023 and that dealings in the New 2025 ZDP Shares will
commence at that time. The Placing is being made pursuant to the
terms and conditions set out in Part XVI of the Prospectus.
The issue of the New 2025 Placing ZDP Shares pursuant to the
Placing Programme will be conditional on: (i) the ZDP Cover of the
2022 ZDP Shares and the 2025 ZDP Shares not being less than 3.5x;
(ii) the Minimum Cover Amount in respect of the New 2025 Placing
ZDP Shares being met following completion of the Placing; (iii) the
Placing Agreement becoming otherwise unconditional in respect of
the Placing, and not being terminated in accordance with its terms
before Admission of the New 2025 Placing ZDP Shares becomes
effective; and (iv) Admission of the New 2025 Placing ZDP Shares to
be issued pursuant to the Placing.
Directors Interests in the 2025 ZDP Shares
The table below sets out the interests of the Directors in
respect of the 2025 ZDP Shares of the Company:
Name 2025 ZDP Shares % of issued ZDP
held Shares
Joanna Dentskevich 30,000 0.18%
Nick Watkins 10,000 0.06%
Neal J. Wilson 1,000,000 5.88%
Expected Timetable for the Placing
Each of the times and dates set out below may be adjusted by the
Company and Liberum, in which event details of the new times and
dates will be announced via a Regulatory Information Service.
References to a time of day are to London time.
Event Date
Placing opens 20 February 2023
Latest time and date for commitments 12.00 p.m. on 24 February
under the Placing 2023
Result of Placing announced 7:00 a.m. on 27 February
2023
Admission 8.00 a.m. on 1 March
2023
A copy of the Prospectus is available from the Company's website
(www.EJFI.com), subject to applicable securities laws. In addition,
the Prospectus is available for inspection at the National Storage
Mechanism ( https://data.fca.org.uk/#/nsm/nationalstoragemechanism
).
Terms not defined in this announcement shall have the same
meaning as the defined terms in the Prospectus.
ENQUIRIES
For the Investment Manager
EJF Investments Manager LLC
Peter Stage / Jay Ghatalia
pstage@ejfcap.com / jghatalia@ejfcap.com
+44 203 752 6775 / +44 203 752 6776
For the Company Secretary and Administrator
BNP Paribas S.A., Jersey Branch
jersey.bp2s.ejf.cosec@bnpparibas.com
+44 1534 709 198 / +44 1534 709 189
For the Broker
Liberum Capital Limited
Darren Vickers / Owen Matthews / William King
+44 203 100 2222
About EJF Investments Limited
EJFI is a registered closed-ended limited liability company
incorporated in Jersey under the Companies (Jersey) Law 1991, as
amended, on 20 October 2016 with registered number 122353. The
Company is regulated by the Jersey Financial Services Commission
(the "JFSC"). The JFSC is protected by both the Collective
Investment Funds (Jersey) Law 1988 and the Financial Services
(Jersey) Law 1998, as amended, against liability arising from the
discharge of its functions under such laws.
LEI: 549300XZYEQCLA1ZAT25
Important Notice
This communication has been issued by, and is the sole
responsibility of, the Company and is for information purposes
only. An investment in the Company should be considered only as
part of a balanced portfolio of which it should not form a
disproportionate part. Prospective investors are advised to seek
expert legal, financial, tax and other professional advice before
making any investment decision. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
The Company assumes no responsibility in the event there is a
violation by any person of such restrictions.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. It is
also subject to change. Before subscribing for any 2025 ZDP Shares,
persons viewing this announcement should ensure that they fully
understand and accept the risks which are set out in the
Prospectus. The value of the 2025 ZDP Shares will not be guaranteed
and could fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. The price and value of securities can go
down as well as up, and investors may get back less than they
invested or nothing at all. There is no guarantee that the gross
redemption yield may be achieved. Potential investors should
consult an independent financial advisor as to the suitability of
the securities referred to in this advertisement for the person
concerned.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into or from the United States
(including its territories and possessions), any member state of
the European Economic Area, Australia, Canada, South Africa or to
any person in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction. The Placing and the distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this announcement or any document or
other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including the United States, Australia, Canada or South Africa or
in any jurisdiction to whom or in which such offer or solicitation
is unlawful.
This announcement, the Placing and/or any other documents or
materials relating to the Placing are not being submitted to and
such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, the Placing, this
announcement and/or any other documents and materials relating to
the Placing are directed exclusively at persons in the United
Kingdom who are Relevant Persons (as defined above). Any investment
or investment activity to which this announcement relates is
available only to Relevant Persons in the United Kingdom. Other
persons in the United Kingdom should not rely or act upon this
announcement or any of its contents.
The securities to which this announcement relates have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or with any regulatory authority
or under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
pledged or otherwise transferred within the United States or to US
persons unless registered under the Securities Act or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with applicable state law. There will be no public offer of the
securities in the United States. The securities referred to herein
have not been registered under the applicable securities laws of
Australia, Canada, South Africa or Japan and, subject to certain
exceptions, may not be offered or sold within Australia, Canada,
South Africa or Japan or to any national, resident or citizen of
Australia, Canada, South Africa or Japan.
This announcement contains statements that are, or may be deemed
to be, "forward--looking statements". These forward--looking
statements may be identified by the use of forward--looking
terminology, including the terms "believes", "expects",
"anticipates", "intends", "plans", "estimates", "aim", "forecast",
"projects", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward--looking statements may and often do differ
materially from actual results. The forward--looking statements
reflect the Company's, the Manager's and EJF Capital LLC's current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's business, results of
operations, financial position, liquidity, prospects, growth,
strategies and the industry in which the Company operates. The
forward--looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance.
Forward--looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Company, the Manager and EJF Capital LLC, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. Known and unknown factors could cause actual results
to differ materially from those projected in the forward--looking
statements. As a result, investors are cautioned not to place undue
reliance on such forward--looking statements. Forward--looking
statements speak only as of their date and the Company, the
Manager, EJF Capital LLC, Liberum and any of such person's
respective directors, officers, employees, agents, affiliates or
advisors expressly disclaim any obligation to supplement, amend,
update or revise any of the forward--looking statements made
herein, except where it would be required to do so under applicable
law. It is up to the recipient of this announcement to make its own
assessment as to the validity of such forward--looking statements
and assumptions. No statement in this announcement is intended as a
profit forecast or a profit estimate.
The timetable, including the date of Admission, may be
influenced by a range of circumstances such as market conditions.
There is no guarantee that the Placing will not be discontinued and
you should not base your financial decisions on the Company's
intentions in relation to the Placing or Admission. This
announcement does not constitute a recommendation concerning the
Placing. The Company is not regulated by the FCA and FCA protection
does not apply to the Placing.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for the Company and no one
else in connection with the matters described in this announcement.
Liberum will not regard any other person (whether or not a
recipient of this document) as a client in relation thereto and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for giving
advice in relation to the Placing, the contents of this
announcement or any transaction or arrangement or other matter
referred to herein.
In connection with the Placing, Liberum and any of its
affiliates, acting as investors for their own accounts, may
subscribe for or purchase 2025 ZDP Shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such 2025 ZDP Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references in the Prospectus and this
announcement to the 2025 ZDP Shares being offered, subscribed,
issued, acquired, sold, placed or otherwise dealt in should be read
as including any offer, subscription, issue, sale, acquisition,
placing or dealing in the 2025 ZDP Shares by Liberum and any of its
affiliates acting as investors for their own accounts. In addition,
Liberum or its affiliates may enter into financing arrangements and
swaps in connection with which it or its affiliates may from time
to time acquire, hold or dispose of 2025 ZDP Shares. Neither
Liberum nor any of its affiliates intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Liberum by the FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Liberum nor any of its affiliates, directors, officers, employees,
advisors or agents accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information contained in this announcement (or whether any
information has been omitted from this announcement) or any other
information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Product Intervention
and Product Governance Sourcebook and/or any equivalent
requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" may otherwise have
with respect thereto, the 2025 ZDP Shares have been subject to a
product approval process, which has determined that the 2025 ZDP
Shares are (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Chapter 3
of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the 2025 ZDP Shares may decline and
investors could lose all or part of their investment; the 2025 ZDP
Shares offer no guaranteed income and no capital protection; and an
investment in the 2025 ZDP Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risk of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing Programme (including the Placing). Furthermore, it
is noted that, notwithstanding the Target Market Assessment,
Liberum will only contact prospective investors through the Placing
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapter 9A or
10A, respectively, of COBS; or (b) a
recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the 2025 ZDP Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the 2025 ZDP Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEGPUWCPUPWGAB
(END) Dow Jones Newswires
February 20, 2023 02:00 ET (07:00 GMT)
Ejf Investments (LSE:EJFI)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Ejf Investments (LSE:EJFI)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
