REG - EJF Investments Ltd EJF Investments-EJFZ - Publication of Liquidity Option Memorandum

EJF InvestmentsAnnouncement

12/09/2025 07:00

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RNS Number : 0387Z  EJF Investments Ltd  12 September 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PARTICIPATE IN THE
LIQUIDITY OPTION (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR INVITATION UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

12 September 2025

EJF Investments Ltd

("EJFI" or the "Company")

 

Liquidity Option

Publication of Liquidity Option Memorandum

Further to the announcement on 1 September 2025, the Board of EJFI is pleased
to announce that it has today published a Liquidity Option Memorandum in
respect of a tender offer (the "Liquidity Option") for up to 5 per cent. of
the Company's issued ordinary share capital as at the date of the Company's
extraordinary general meeting held on 17 December 2024 (being a maximum of
3,057,260 Ordinary Shares), at a 5 per cent. discount to the Company's NAV per
share (adjusted for the costs of the Liquidity Option)

The full text of the Chairman's letter that accompanies the Liquidity Option
Memorandum is included below.

The Liquidity Option Memorandum which includes the Tender Form for use by
Eligible Shareholders who hold Ordinary Shares in certificated form, has been
sent to Shareholders. A copy of the Liquidity Option Memorandum will also be
submitted to the National Storage Mechanism and made available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website: https://www.ejfi.com/ (https://www.ejfi.com/) .

Terms used and not defined in this announcement bear the meaning given to them
in the Liquidity Option Memorandum.

ENQUIRIES

For the Investment Manager

EJF Investments Manager LLC

Mungo Hargreaves / Jay Ghatalia

mhargreaves@ejfcap.com / JGhatalia@ejfcap.com

+44 20 3752 6775 / +44 203 752 6776

 

For the Company Secretary and Administrator

Apex Financial Services (Alternative Funds) Limited

ejficosec@apexgroup.com

+44 204 549 0721

 

For the Brokers

Panmure Liberum Limited

Darren Vickers

ejfinvestments@liberum.com

+44 203 100 2222

 

Barclays Bank PLC

Dion Di Miceli/Stuart Muress/James Atkinson

BarclaysInvestmentCompanies@barclays.com
(mailto:BarclaysInvestmentCompanies@barclays.com)

+ 44 207 623 2323

 Letter from the Chair

 

Dear Ordinary Shareholder,

 

Liquidity Option to purchase up to 5 per cent. of the issued Ordinary Shares
of the Company

 

Introduction and background to the Liquidity Option

The Board of the Company, which provides investors exposure to primarily a
diversified portfolio of debt issued by smaller U.S. banks and insurance
companies, and participation in certain management fee income streams of EJF
Capital LLC, is pleased to announce the Company's first tender offer for up to
5 per cent. of Ordinary Shares in issue as at the date of the EGM (as defined
below) at a 5 per cent. discount to the Company's NAV per share as at 31
August 2025 (adjusted for the costs of the tender offer).

 

On 27 November 2024, the Company announced the introduction of a periodic
tender offer mechanism (referred to as the "Liquidity Option") whereby
Ordinary Shareholders would be offered the opportunity (at the Board's
discretion) to tender some or all of their respective holdings of Ordinary
Shares, subject to this not exceeding an aggregate maximum of 5 per cent. of
the Ordinary Shares in issue in a 12-month period.

 

The Liquidity Option was approved by shareholders on 17 December 2024 at an
extraordinary general meeting (the "EGM"). The Liquidity Option was introduced
in recognition of the ongoing discount to NAV at which the Company's Ordinary
Shares have traded. Whilst the Company's long-term objective is to increase
its scale, it would like to provide an opportunity for Ordinary Shareholders
to receive a return of capital for their Ordinary Shares at a premium to the
Company's current prevailing share price whilst also providing an element of
NAV per Ordinary Share accretion to all continuing Ordinary Shareholders.
Although the Company has seen a reduction over the year in the discount at
which its Ordinary Shares trade, reducing from 27.3 per cent. at the start of
the financial year to the current level of 23.0 per cent., the Board considers
it in the best interests of shareholders to implement the Liquidity Option and
provide Ordinary Shareholders with the opportunity to realise a proportion of
their investment at a significantly tighter discount.

 

The Liquidity Option in this instance is being made at a Tender Price equal to
a 5 per cent. discount to the prevailing Net Asset Value per Share as at 31
August 2025, less the costs of implementing the Liquidity Option (as more
precisely set out in Part 3 of the Liquidity Option Memorandum). Completion of
the Liquidity Option is expected to take place on 15 October 2025. The 31
August NAV is expected to be announced on or around 19 September 2025.

 

Terms not defined in the body of the Liquidity Option Memorandum have the
meaning given to them in Part 8 of the Liquidity Option Memorandum.

 

The Liquidity Option Memorandum contains the terms and conditions of the
Liquidity Option, with details of how Eligible Shareholders can tender
Ordinary Shares for purchase if they wish to do so and certain information
considered by the Company to be material to Eligible Shareholders.

 

Eligible Shareholders who do not wish to tender Ordinary Shares in the
Liquidity Option should not complete or return a Tender Form or submit a TTE
Instruction in CREST.

 

None of the Ordinary Shares held by the members of the Board will be tendered
under the Liquidity Option. The Investment Manager has also informed the Board
that none of the principals of the Investment Manager or EJF Capital Limited
(an affiliate of the Investment Manager) intend to tender Ordinary Shares
under the Liquidity Option. The Investment Manager and its affiliates
currently hold approximately 26 per cent. of the Company's Ordinary Shares
(excluding Ordinary Shares held in treasury).

 

The Liquidity Option

The Board has arranged for Panmure Liberum to conduct the Liquidity Option for
up to 5 per cent. of the Company's Shares in issue as at the date of the EGM
at the Tender Price. The Company will pay the Tender Price in cash. Further
details of the Liquidity Option are set out in Parts 3 and 4 of the Liquidity
Option Memorandum.

 

The maximum number of Ordinary Shares to be acquired under the Liquidity
Option is 3,057,260 Ordinary Shares, representing 5 per cent. of the Ordinary
Shares in issue (excluding Ordinary Shares held in treasury) as at the date of
the EGM (being 17 December 2024).

 

The purchase of Ordinary Shares under the Liquidity Option is expected to
cause a modest uplift in NAV per Share for Shareholders who continue with
their investment in the Company.

 

The Liquidity Option will only be open to Eligible Shareholders on the
register at 6.00 p.m. on 13 October 2025 (the "Liquidity Option Record Date").
For US Shareholders, the Liquidity Option will be open solely to Qualifying US
Shareholders. The Liquidity Option is subject to certain conditions set out in
paragraph 2 of Part 4 of the Liquidity Option Memorandum. In addition, the
Liquidity Option may be suspended or terminated in certain circumstances, as
set out in paragraphs 8 and 9 of Part 4 of the Liquidity Option Memorandum.

 

The Liquidity Option is intended to enable those Shareholders (other than
Sanctions Restricted Persons and Restricted Shareholders) who wish to sell
some or all of their Ordinary Shares to elect to do so, subject to the overall
limits of the Liquidity Option. Eligible Shareholders who successfully tender
Ordinary Shares will receive the Tender Price per Share. The Tender Price has
been set at this level to allow Eligible Shareholders who wish to realise a
portion of their holding of Ordinary Shares to do so at a price close to NAV
whilst providing for a modest uplift to NAV per Share for continuing
Shareholders.

 

An Eligible Shareholder tendering up to their Basic Entitlement will have
their tender satisfied in full. Any Eligible Shareholder tendering more than
their Basic Entitlement will have their Excess Application satisfied if there
are sufficient remaining Available Shares. Such Available Shares shall be
apportioned to Eligible Shareholders pro rata to their Excess Applications
should other Eligible Shareholders not tender the full amount of their Basic
Entitlement and as a result of certain Overseas Shareholders and Sanctions
Restricted Persons not being permitted to participate in the Liquidity Option.

 

Ordinary Shares that are tendered for acceptance under the Liquidity Option
may not be sold, transferred, charged, lent or otherwise disposed of. Ordinary
Shares that are tendered for acceptance under the Liquidity Option may only be
withdrawn with the prior consent of the Board.

 

Shareholders' attention is drawn to the letter from Panmure Liberum in Part 2
of the Liquidity Option Memorandum and to the details set out in Parts 3 and 4
of the Liquidity Option Memorandum which, together (where applicable) with the
Tender Form, constitute the terms and conditions of the Liquidity Option.
Details of how to tender Ordinary Shares can be found in paragraph 4 of Part 4
of the Liquidity Option Memorandum.

 

In facilitating the Liquidity Option, Panmure Liberum will purchase the Shares
which have been validly tendered, acting as principal, by means of an
on-market purchase from tendering Eligible Shareholders and will sell the
tendered Ordinary Shares acquired by it on to the Company pursuant to the
terms of the Repurchase Agreement. All Ordinary Shares acquired by the Company
from Panmure Liberum under the Repurchase Agreement will be cancelled.

 

Overseas Shareholders and Sanctions Restricted Persons

The Liquidity Option is not available to certain Overseas Shareholders or to
Sanctions Restricted Persons. The attention of Overseas Shareholders is drawn
to paragraph 10 of Part 4 of the Liquidity Option Memorandum.

 

US Shareholders

 

The Liquidity Option is available to US Shareholders in compliance with the
applicable US tender offer rules under the Exchange Act, including Regulation
14E thereunder and otherwise in accordance with the requirements of English
law and Jersey law, the London Stock Exchange and the FCA. Accordingly, the
Liquidity Option may be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.

 

The attention of US Shareholders is drawn to the section titled "US
Shareholders" on page 6 of the Liquidity Option Memorandum and paragraph 11 of
Part 4 of the Liquidity Option Memorandum.

 

Taxation

Eligible Shareholders who sell Ordinary Shares in the Liquidity Option may,
depending on their individual circumstances, incur a liability to taxation.
The attention of Eligible Shareholders is drawn to Part 6 of the Liquidity
Option Memorandum which sets out a general guide to certain aspects of current
law and tax authority practice in respect of UK, Jersey and US taxation.
Eligible Shareholders should consult an appropriate professional adviser as to
their tax position.

 

Costs and expenses of the Proposals

The costs and expenses relating to the Liquidity Option, and assuming that the
Liquidity Option is fully subscribed, are expected to be approximately
£178,000 (excluding VAT on advisory fees and disbursements, where
applicable).

 

The costs and expenses relating to the Liquidity Option will be reflected in
the calculation of the Tender Price per Ordinary Share, as explained in
paragraph 1 of Part 3 of the Liquidity Option Memorandum, and so will be borne
by Eligible Shareholders tendering Ordinary Shares in the Liquidity Option.

 

Tender Form

ELIGIBLE SHAREHOLDERS WHO DO NOT WISH TO TENDER THEIR ORDINARY SHARES IN THE
COMPANY SHOULD NOT COMPLETE OR RETURN A TENDER FORM OR SUBMIT A TTE
INSTRUCTION IN CREST.

 

Only those Eligible Shareholders who wish to tender Ordinary Shares and who
hold their Ordinary Shares in certificated form should complete and return a
Tender Form. Those Eligible Shareholders who hold their Ordinary Shares in
uncertificated form do not need to complete or return a Tender Form.

 

Eligible Shareholders who wish to participate in the Liquidity Option and hold
their Ordinary Shares in certificated form should complete the Tender Form in
accordance with the instructions set out thereon and return the completed
Tender Form by post to the Receiving Agent at Computershare, Corporate Actions
Projects, Bristol BS99 6AH so as to arrive as soon as possible and, in any
event, by no later than 1.00 p.m. on 13 October 2025.

 

Eligible Shareholders who wish to participate in the Liquidity Option and hold
their Ordinary Shares in certificated form should also return their Share
certificate(s) and/or other document(s) of title in respect of the Ordinary
Shares tendered with their Tender Form.

 

Eligible Shareholders who wish to tender Ordinary Shares and hold their
Ordinary Shares in uncertificated form (that is, in CREST) should arrange for
the relevant Ordinary Shares to be transferred to escrow by means of a TTE
Instruction as described in paragraph 4 of Part 4 of the Liquidity Option
Memorandum.

 

THE DIRECTORS ARE MAKING NO RECOMMENDATION TO ELIGIBLE SHAREHOLDERS AS TO
WHETHER THEY SHOULD TENDER ORDINARY SHARES IN THE LIQUIDITY OPTION. WHETHER
ELIGIBLE SHAREHOLDERS DECIDE TO TENDER ORDINARY SHARES WILL DEPEND, AMONG
OTHER THINGS, ON THEIR VIEW OF THE COMPANY'S PROSPECTS AND THEIR OWN
INDIVIDUAL CIRCUMSTANCES, INCLUDING THEIR TAX POSITION. SHAREHOLDERS WHO ARE
IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT AN APPROPRIATE
INDEPENDENT PROFESSIONAL ADVISER.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                 2025
 Publication of the Liquidity Option Memorandum and the Liquidity Option opens   12 September
 Announcement of the 31 August NAV                                               on or around 19 September
 Last time and date for receipt of Tender Forms, settlement of TTE               1.00 p.m. on 13 October
 Instruction(s) from CREST and Tender Closing Date
 Liquidity Option Record Date                                                    6.00 p.m. on 13 October
 Calculation Date                                                                14 October
 Completion of the Liquidity Option                                              15 October
 Announcement of the results of the Liquidity Option                             15 October
 CREST settlement date: Payments through CREST made and CREST accounts settled   27 October
 Cheques and balancing share certificates despatched to certificated               27 October
 Shareholders

The times and dates set out in the expected timetable and mentioned throughout
the Liquidity Option Memorandum may, in certain circumstances, be adjusted by
the Board (subject to advice from Panmure Liberum), in which event, details of
the new times and dates will be notified, as required, to the London Stock
Exchange and, where appropriate, to Shareholders and an announcement will be
made through a Regulatory Information Service.

All references to times in the Liquidity Option Memorandum are to London time
unless otherwise stated.

About EJF Investments Limited

EJFI's objective is to provide shareholders with attractive risk adjusted
returns through regular dividends and capital growth over the long term. EJFI
generates exposure primarily to a diversified portfolio of loans issued by
financial institutions and related or similar assets in the U.S., U.K. and
Europe.

EJFI currently invests primarily in CDO Equity Tranches structured by an
affiliate of EJF Capital LLC, providing levered exposure to a highly
diversified portfolio of securities issued by U.S. financial institutions
(banks and insurance companies), these being Risk Retention Investments.

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

Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any
other website, is incorporated into, or forms part of, this announcement nor,
unless previously published by means of a regulatory information service,
should any such content be relied upon in reaching a decision as to whether or
not to acquire, continue to hold, or dispose of, shares in the Company.

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.

Panmure Liberum Limited, which conducts its UK investment banking activities
as Panmure Liberum  ("Panmure Liberum"), is authorised and regulated in the
United Kingdom by the FCA, and is acting exclusively for the Company and
no-one else in relation to the Liquidity Option or the matters referred to in
the Liquidity Option Memorandum or this announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of Panmure Liberum nor for providing advice in relation
to the Liquidity Option or the matters referred to in the Liquidity Option
Memorandum or this announcement. Nothing in this paragraph shall serve to
exclude or limit any responsibilities which Panmure Liberum may have under the
Financial Services and Markets Act 2000 (as amended) or the regulatory regime
established thereunder. Offers to purchase the Shares in the Liquidity Option
in the United States will be made in accordance with Rule 15a-6 under the
Exchange Act.

This announcement contains forward-looking statements. These forward-looking
statements include all matters that are not historical facts. These
forward-looking statements are made based upon the Company's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and the Company's actual results of
operations, financial condition and liquidity may differ materially and
adversely from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of the day they are made and the
Company does not undertake to update its forward-looking statements unless
required by law.ANY DECISION TO PARTICIPATE IN THE LIQUIDITY OPTION SHOULD
ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE SHAREHOLDER
OF THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. NEITHER PANMURE LIBERUM NOR
ANY OF THEIR AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT OR
THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO
THE CLOSING DATE.

Overseas Shareholders

The distribution of this announcement in certain jurisdictions may be
restricted by law. It is the responsibility of all Overseas Shareholders to
satisfy themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant requirements in
relation to the ability of such holders to participate in the Liquidity
Option.

This announcement does not constitute any offer for or invitation to sell or
purchase any securities, or any solicitation of any offer for, securities in
any Restricted Jurisdiction. Any acceptance or other response to the Liquidity
Option should be made only on the basis of information contained in or
referred to in the Liquidity Option Memorandum which contains important
information, including the full terms and conditions of the Liquidity Option,
which Shareholders are urged to read carefully. It will not be distributed or
sent in or into any Restricted Jurisdiction and the Liquidity Option will not
be made, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality of interstate or foreign commerce of, or any
facilities of a national securities exchange of, Australia, Canada, Japan, New
Zealand, the Republic of South Africa and any other jurisdiction into which
the making of the Liquidity Option would constitute a violation of the laws of
such jurisdiction (each a "Restricted Jurisdiction", and any Shareholders who
are resident in, or citizens of, any of the foregoing jurisdictions,
"Restricted Shareholders").

Special notice to shareholders in the United States

The Liquidity Option described in this announcement relates to securities in a
non-US company which is registered in Jersey and listed on the London Stock
Exchange and is subject to the disclosure requirements, rules and practices
applicable to companies listed in the United Kingdom, which differ from those
of the United States in certain material respects. The Liquidity Option
Memorandum has been prepared in accordance with UK style and practice for the
purpose of complying with English law and the rules of the FCA and of the
London Stock Exchange. US Shareholders should read the Liquidity Option
Memorandum in its entirety. The financial information relating to the Company
included in the Liquidity Option Memorandum has not been prepared in
accordance with generally accepted accounting principles in the United States
and thus may not be comparable to financial information relating to US
companies. The Liquidity Option is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Securities Exchange Act
of 1934, as amended (the ''Exchange Act''). The Liquidity Option will be made
in the United States pursuant to Section 14(e) of, and Regulation 14E under,
the Exchange Act, subject to the exemptions provided by Rule 14d-1(d) for a
Tier II tender offer (the ''Tier II Exemption'') thereunder and otherwise in
accordance with the requirements of the rules of the FCA and the London Stock
Exchange including with respect to withdrawal rights, the Liquidity Option
timetable, settlement procedures, waiver of conditions and timing of payments.
Accordingly, the Liquidity Option will be subject to disclosure and other
procedural requirements that are different from those applicable under US
domestic tender offer procedures and law. Holders of the Ordinary Shares of
the Company resident in the United States (''US Shareholders'') should note
that the Company is not listed on a US securities exchange, subject to the
periodic reporting requirements of the Exchange Act or required to, and does
not, file any reports with the SEC thereunder.

The Company has not been, and will not be, registered in the United States as
an investment company under the US Investment Company Act of 1940, as amended
(the ''Investment Company Act''). In order to avoid being required to register
under, or otherwise violating, the Investment Company Act, the Company has
implemented restrictions on the ownership and transfer of its Ordinary Shares.
As such, the Liquidity Option will be made solely to US Shareholders who are
both qualified institutional buyers (as defined in Rule 144A of the US
Securities Act of 1933, as amended, and qualified purchasers (as defined in
Section 2(a)(51) of the Investment Company Act and any US Shareholders who
wish to participate in the Liquidity Option will be required to follow the
procedures described in the Liquidity Option Memorandum.

As permitted under the Tier II Exemption, the settlement of the Liquidity
Option will be based on the applicable Jersey and English law provisions,
which differ from the settlement procedures customary in the United States,
particularly as regards to the time when payment of the consideration is
rendered. The Liquidity Option, which is subject to Jersey and English law, is
being made to the US Shareholders in accordance with the applicable US
securities laws, and applicable exemptions thereunder, in particular the Tier
II Exemption. To the extent the Liquidity Option is subject to US securities
laws, those laws only apply to US Shareholders and thus will not give rise to
claims on the part of any other person. The US Shareholders should consider
that the price for the Liquidity Option is being paid in Sterling and that no
adjustment will be made based on any changes in the exchange rate.

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Liquidity Option under US federal securities
laws since the Company is located outside the United States and most of its
officers and directors reside outside the United States. It may not be
possible to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. It also may not be possible to
compel a non-US company or its affiliates to subject themselves to a US
court's judgment.

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Panmure Liberum or any of their affiliates, may make
certain purchases of, or arrangements to purchase, Ordinary Shares outside the
United States during the period in which the Liquidity Option remains open for
acceptance, including sales and purchases of Ordinary Shares effected by
Panmure Liberum acting as market maker in the Ordinary Shares. These
purchases, or other arrangements, may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Such
purchases, or arrangements to purchase, must comply with the applicable law
and regulation. Any such purchases by Panmure Liberum or its affiliates will
not be made at prices higher than the price of the Liquidity Option provided
in the Liquidity Option Memorandum, unless the price of the Liquidity Option
is increased accordingly. In addition, in accordance with normal UK market
practice, Panmure Liberum and its affiliates may continue to act as market
makers in the Ordinary Shares and may engage in certain other purchasing
activities consistent with their respective normal and usual practice and
applicable law. Any information about such purchases will be disclosed as
required in the UK and the United States and, if required, will be reported
via a Regulatory Information Service and available on the London Stock
Exchange website at http://www.londonstockexchange.com.

The receipt of cash pursuant to the Liquidity Option may be a taxable
transaction for US federal income tax purposes. In addition, holders may be
subject to US backup withholding and information reporting on payments with
respect to the Liquidity Option made (or deemed made) within the United
States.

Each US Shareholder should consult and seek individual tax advice from an
appropriate professional adviser.

None of the Liquidity Option, the Liquidity Option Memorandum or this
announcement has been approved, disapproved or otherwise recommended by the
SEC, any US state securities commission or any other US regulatory authority,
nor have such authorities passed upon the merits or fairness of the Liquidity
Option or determined the adequacy or accuracy of the information contained in
the Liquidity Option Memorandum or this announcement. Any representation to
the contrary is a criminal offence.

 

 

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