TIDMEJFI TIDMEJFZ
RNS Number : 4355P
EJF Investments Ltd
07 February 2019
FOR IMMEDIATE RELEASE
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 (OTHER THAN THE
UNITED KINGDOM), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
7 February 2019
EJF Investments Ltd
Posting of circular convening an Extraordinary General
Meeting
The Company has issued a circular convening a extraordinary
general meeting (the "Extraordinary General Meeting") to be held at
47 Esplanade, St Helier, Jersey JE1 0BD on 14 February 2019 at
14:30 pm (GMT).
BACKGROUND
During 2018 the Company's NAV per share has risen from GBP1.71
to GBP1.80 (as at 30 November 2018, being the latest published NAV
prior to the publication of the Circular). The Company also raised
GBP25,300,920.75 during 2018 through the Company's 2018 Placing
Programme which expired on 8 November 2018. The Company, through
its Manager, continues to see attractive investment opportunities
which are consistent with the Company's continued policy of
investing in a diversified portfolio of investments that derive
from the changing financial services landscape, and in particular
(i) securitisation and related investments (including risk
retention investments) and (ii) specialty finance investments.
Accordingly, in order to ensure the Company remains well
positioned to take advantage of appropriate investment
opportunities as and when they arise, it is seeking Shareholder
approval to put in place certain authorities which will apply until
the Company's annual general meeting in 2019.
The authorities sought comprise three separate Special
Resolutions:
Resolution 1: to authorise the Company to purchase up to
9,619,878 Ordinary Shares and to either cancel or hold in treasury
any Ordinary Shares so purchased;
Resolution 2: a general disapplication authority of pre-emption
rights in respect of up to 6,955,719 Ordinary Shares, representing
approximately 10 per cent. of the Ordinary Shares in issue as at
the Latest Practicable Date; and
Resolution 3: conditional upon Resolution 2 being passed, an
additional disapplication authority of pre-emption rights in
respect of up to 6,955,719 Ordinary Shares, representing
approximately a further 10 per cent. of the Ordinary Shares in
issue as at the Latest Practicable Date.
The resolutions to be proposed at the Extraordinary General
Meeting will be passed, in the case of a Special Resolution, if two
thirds of the votes cast at the Extraordinary General Meeting are
in favour of the resolution.
Further details of the resolutions to be proposed at the
Extraordinary General Meeting are set out below.
RESOLUTION 1: BUY-BACK AUTHORITY
Resolution 1 is to authorise the Company to purchase Ordinary
Shares and to either cancel or hold in treasury any Ordinary Shares
so purchased.
The Company seeks Shareholder approval to authorise the Company
to make market purchases of up to 9,619,878 Ordinary Shares,
representing approximately 14.99 per cent. of the Company's issued
ordinary share capital (excluding those held in treasury) as the
Latest Practicable Date. Resolution 1 (which is set out in the
Notice of Extraordinary General Meeting) specifies the minimum and
maximum prices at which such Ordinary Shares may be purchased under
this authority.
The Company will only exercise this authority to purchase
Ordinary Shares in the market after careful consideration by the
Directors (taking into account, among other things, the Manager's
recommendation, market conditions, other investment opportunities,
appropriate gearing levels and the overall financial position of
the Company) and in circumstances where it would be in the best
interests of Shareholders and the Company generally (as determined
by the Directors).
Subject to the Articles and the Companies Law, the Directors
intend that any Ordinary Shares purchased in the market under this
authority will be cancelled or held in treasury. Any Ordinary
Shares held in treasury may in the future be cancelled, transferred
or sold for cash. Whilst any Ordinary Shares are held in treasury,
such Ordinary Shares are not entitled to receive any dividends and
have no voting rights.
The Directors believe that it is appropriate for the Company to
have the option to hold its own Ordinary Shares in treasury and
that doing so enables the Company to re-sell or transfer the
Ordinary Shares quickly and cost effectively and provides the
Company with additional flexibility in the management of its
capital base. The decision whether to cancel any Ordinary Shares
purchased by the Company or hold in treasury such Ordinary Shares
will be made by the Directors at the time of purchase, on the basis
of the Company's and Shareholders' best interests (as determined by
the Directors). The Directors will have regard to investor group
guidelines which may be in force at the time of any such purchase,
holding or re-sale of Ordinary Shares held in treasury.
If approved, this authority will expire at the end of the
Company's next annual general meeting, or on 31 July 2019,
whichever is sooner. The Directors currently intend to seek renewal
of this authority at the next annual general meeting of the
Company.
Purchases of Ordinary Shares may be made only in accordance with
the Companies Law, the Articles the Disclosure Guidance and
Transparency Rules and the Market Abuse Regulation. Although the
Company is not required to comply with the provisions of Chapter 12
of the Listing Rules regarding market repurchases by the Company of
its Shares, the Company has adopted a policy consistent with the
provisions of Listing Rules 12.4.1 and 12.4.2. Shareholders should
note that the purchase of Ordinary Shares by the Company is at the
absolute discretion of the Directors and is subject to the working
capital requirements of the Company and the amount of cash
available to the Company to fund such purchases.
The authority sought would, if approved, replace the authority
given to the Directors at the 2018 AGM to make market purchases of
up to 9,077,523 Ordinary Shares. Since the 2018 AGM the Company has
issued and bought back 9,000,000 Ordinary Shares at a price of 182
pence per share, being equivalent to the Net Asset Value per share
as at 30 September 2018 (which was the Company's latest published
NAV per share at the time the repurchase was made). Since this date
3,618,114 Ordinary Shares (as at the Latest Practicable Date) have
been sold from treasury, all at a premium to the prevailing NAV per
share. The remaining Ordinary Shares continue to be held in
treasury as at the Latest Practicable Date.
RESOLUTIONS 2 AND 3: DISAPPLICATION OF PRE-EMPTION RIGHTS
Resolution 2 is a general disapplication authority of
Pre-Emption Rights (as defined below) in respect of up to 6,955,719
Ordinary Shares, representing approximately 10 per cent. of the
Ordinary Shares in issue as at the Latest Practicable Date.
Resolution 3, (which is conditional upon Resolution 2 being
passed and in addition to and without prejudice to Resolution 2),
is an additional disapplication authority of Pre-Emption Rights (as
defined below) in respect of up to 6,955,719 Ordinary Shares,
representing approximately a further 10 per cent. of the Ordinary
Shares in issue as at the Latest Practicable Date.
In order for the Directors to have the authority, in certain
circumstances, to issue equity securities (as defined in the
Articles) (or sell from treasury) for cash free of the pre-emption
rights conferred by the Articles (the "Pre-Emption Rights"), such
Pre-Emption Rights must be disapplied.
As a result of changes to the Prospectus Rules, from July 2017,
issuers, including the Company, can issue up to 20 per cent.
(previously up to 10 per cent.) of the same class of share (the
"Limit") without being obliged to publish a prospectus, subject to
certain restrictions regarding public offerings. The Company
therefore does not intend to publish a prospectus at this time.
In the Directors' opinion, having the authority to issue up to
20 per cent. of the Company's issued share capital (or sell from
treasury) on a non-pre-emptive basis, in line with the revised
Limit, will have the following benefits to Shareholders:
-- the Company will be able to raise additional capital
promptly, enabling it to take advantage of current and future
investment opportunities, thereby further diversifying its
investment portfolio;
-- an increase in the market capitalisation of the Company will
help to make the Company attractive to a wider investor base;
-- it is expected that the secondary market liquidity in the
Ordinary Shares will be further enhanced as a result of a larger
and more diversified shareholder base;
-- the Company's fixed running costs will be spread across a
wider shareholder base, thereby reducing the total expense ratio;
and
-- the cost of producing a prospectus is significant and (by
taking advantage of the amendments made to the Prospectus Rules in
July 2017 which, subject to certain restrictions regarding public
offerings, permit issuers to issue up to 20 per cent. of the same
class of share without being obliged to publish a prospectus) this
cost will be avoided. As a result there will be a reduction in the
fixed costs associated with the publication of prospectus
documentation as compared with previous years.
New Ordinary Shares will only be issued (or sold from treasury)
to new and existing Shareholders at a minimum issue price equal to
the last published NAV at the time of allotment together with a
premium intended to at least cover the costs and expenses of the
issue of such Ordinary Shares (including without limitation any
commissions), thereby avoiding any dilution of NAV.
Whilst existing Shareholders' voting rights will be diluted (to
the extent that existing Ordinary Shareholders do not subscribe for
further Ordinary Shares), the Directors believe this consideration
is offset by the benefits set out above. The Directors will use
this authority only when they consider it to be in the best
interests of Shareholders and the Company generally.
Any Ordinary Shares issued pursuant to the above authorities
will be issued in registered form and may be held in certificated
or uncertificated form. Temporary documents of title will not be
issued pending the dispatch of definitive certificates for the
Ordinary Shares. The new Ordinary Shares will rank equally with
existing Ordinary Shares, including as to any right to receive
dividends (save for any dividends or other distributions declared,
made or paid on the Ordinary Shares by reference to a record date
prior to the allotment of the relevant new Ordinary Shares).
The authority sought pursuant to Resolution 2 would, if
approved, replace the authority given to the Directors at the 2018
AGM to allot and issue (or sell from treasury) new Ordinary Shares
for cash in an aggregate amount of up to 6,955,719 Ordinary Shares,
without such Ordinary Shares first being offered to Shareholders in
proportion to their existing holdings. The authority sought
pursuant to Resolution 3 would, if approved, be in addition to (and
without prejudice to) Resolution 2. Since the 2018 AGM, the Company
has issued and/or sold 3,618,114 Ordinary Shares (as at the Latest
Practicable Date) pursuant to the general disapplication authority
granted at the 2018 AGM.
Recommendation
The Directors consider all of the Resolutions to be in the best
interests of Shareholders as a whole and recommend that you vote in
favour of the Resolutions, as the Directors intend to do in respect
of their own beneficial holdings (if any).
A copy of the circular is available on the Company's website at
https://www.ejfi.com/media/1217/ejfi-egm-circular-pcr-version-17-january-2019.pdf
A copy of the circular has also been submitted to the National
Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Circular to shareholders
dated 21 January 2019.
ENQUIRIES
For the Investment Manager
EJF Investments Manager LLC
Peter Stage / Hammad Khan / Matt Gill
pstage@ejfcap.com / hkhan@ejfcap.com / mgill@ejfcap.com
+44 203 752 6775 / +44 203 752 6771 / +44 203 752 6774
For the Company Secretary and Administrator
Crestbridge Fund Administrators Limited
EJFInvestors.jsy@crestbridge.com
+44 1534 835 600
For the Broker
Numis Securities Limited
David Luck
d.luck@numis.com
+44 20 7260 1301
About EJF Investments Ltd
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.
The JFSC has not reviewed or approved this announcement.
LEI: 549300XZYEQCLA1ZAT25
Investor information & warnings
The latest available information on the Company can be accessed
via its website at www.ejfi.com.
This communication has been issued by, and is the sole
responsibility of, the Company and is for information purposes
only. It is not, and is not intended to be an invitation,
inducement, offer or solicitation to deal in the shares of the
Company. The price and value of shares in the Company and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of shares in the
Company. 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.
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.
END
NOGUBUKRKSAURAR
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