EJF Investments Ltd EJF Investments-EJFZ - Issue of 2025 ZDP Shares under Placing Programme

EJF Investments

20/02/2023 07:00

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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 AMENDED (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 (http://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 held  % of issued ZDP 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 under the Placing  12.00 p.m. on 24 February 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
(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
(mailto: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.

 

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