REG - Ceiba Investments Ld - Publication of Circular and Notice of GM

Ceiba InvestmentsAnnouncement

23/03/2026 16:45

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RNS Number : 7499X  Ceiba Investments Limited  23 March 2026

 

 

CEIBA INVESTMENTS LIMITED

(the "Company")

 

(TICKER CBA, ISIN: GG00BFMDJH11)

Legal Entity Identifier: 213800XGY151JV5B1E88

 

 

 

 

Publication of Circular and Notice of General Meeting

 

The Company announces that it has published a Circular, including a notice
convening a General Meeting of the Company's Shareholders, in order to seek
Shareholder authority to: (i) issue and allot up to 27,534,315 Ordinary Shares
(the "General Allotment Authority"); and (ii) disapply pre-emption rights in
respect of the Ordinary Shares to be issued pursuant to the General Allotment
Authority (together, the "Proposals").

At the Annual General Meeting on 3 July 2025, the Directors were empowered to
issue and allot up to 13,767,158 new ordinary shares of no par value in the
Company (representing 10 per cent. of the issued share capital of the Company
as at 15 April 2025).

In order to  strengthen the Company's financial position, support ongoing
operations and align with the revised arrangements agreed with Bondholders,
the Company is presently pursuing preliminary leads to attract new capital by
issuing new Ordinary Shares at a price per Ordinary Share that is expected to
be less than the latest published NAV per Ordinary Share at the time of
issuance. The Company believes that it might be successful in attracting new
capital, but that the expected price level of such issue and the maximum
amount of Ordinary Shares (being 13,767,158 Ordinary Shares) that the Board is
presently authorised to issue will not result in meaningful additional capital
for the Company, taking into account that the fact that the first proceeds of
any issue will be used to pay the principal amount of Segment B (€5 million)
of the Bonds.

The General Meeting is therefore being convened to seek Shareholder approval
to issue and allot up to 27,534,315 Ordinary Shares (representing 20 per cent.
of the Company's current issued share capital) on a non-pre-emptive basis and
at a price which may be below the NAV per Ordinary Share at the time of
issuance. The requested authority will supersede the existing authority
granted by Shareholders at the 2025 annual general meeting.

The Circular will provide Shareholders with information about the background
to and the reasons for the Proposals, to explain why the Board considers the
Proposals to be in the best interests of the Company and its Shareholders as a
whole, and why the Board unanimously recommends that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting.

 

A copy of the Circular will shortly be available on the Company's website at
www.ceibainvest.com (http://www.ceibainvest.com) and posted out to all
shareholders. A copy will also be submitted to the National Storage Mechanism
of the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Notice of General Meeting

 

The General Meeting will be held at Les Echelons Court, Les Echelons, St.
Peter Port, Guernsey, GY1 1AR Channel Islands on 14 April 2026 at 9.00 a.m.
The Notice of General Meeting is set out at Part 3 of the Circular.

 

Expected Timetable of Events

 Latest time and date for receipt of Forms of Proxy and CREST voting  9 a.m. on 10 April 2026
 instructions for the Extraordinary General Meeting
 Extraordinary General Meeting                                        9 a.m. on 14 April 2026
 Announcement of results of the Extraordinary General Meeting         14 April 2026

Capitalised terms have the meanings attributed to them in the Circular unless
otherwise defined in this announcement.

 

For further information, please contact:

 

Sebastiaan Berger
 
Via NSM Funds Limited

 

Singer Capital
Markets
Tel: +44 (0)20 7496 3000

James Maxwell / Patrick Weaver (Corporate Finance)

Sam Geatrex (Sales)

 

NSM Funds Limited
 
Tel: +44 (0)1481 743030

 

 

www.ceibainvest.com (http://www.ceibainvest.com/)

 

 

 

END OF ANNOUNCEMENT

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