REG - EJF Investments Ltd EJF Investments-EJFZ - Result of AGM

EJF InvestmentsAnnouncement

13/06/2023 16:15

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RNS Number : 5965C  EJF Investments Ltd  13 June 2023

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 REPUBLIC OF IRELAND), AUSTRALIA,
CANADA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

 

13 June 2023

 

 

EJF Investments Ltd (the "Company")

Results of AGM

 

 

The Company announces that at the Annual General Meeting held on 13 June 2023
the below resolutions were duly passed via a poll (which incorporated proxy
votes lodged in advance of the meeting), the results of which are as follows:

 

 ORDINARY RESOLUTIONS                                                             FOR         AGAINST    WITHHELD
 Resolution 1                                                                     25,815,384  10,000     0

 THAT the report of the directors of the Company and the annual report and
 audited financial statements for the year ended 31 December 2022 be received

 and adopted.                                                                     99.96%      0.04%
 Resolution 2                                                                     25,815,384  10,000     0

 THAT the Directors' remuneration report (which is set out in the annual report
 and audited financial statements of the Company for the year ended 31 December

 2022) be approved.                                                               99.96%      0.04%
 Resolution 3                                                                     20,131,718  5,693,666  0

 THAT Joanna Dentskevich be re-elected as a director of the Company.

                                                                                  77.95%      22.05%
 Resolution 4                                                                     25,815,384  10,000     0

 THAT Alan Dunphy be re-elected as a director of the Company.

                                                                                  99.96%      0.04%
 Resolution 5                                                                     20,196,718  5,628,666  0

 THAT Nick Watkins be re-elected as a director of the Company.

                                                                                  78.20%      21.80%
 Resolution 6                                                                     20,196,718  5,628,666  0

 THAT Neal J. Wilson be re-elected as a director of the Company.

                                                                                  78.20%      21.80%
 Resolution 7                                                                     25,825,384  0          0

 THAT the Company's dividend policy to continue to pay quarterly interim
 dividends per financial year (which, in the financial year ending 31 December

 2022, have totalled 10.7 pence per Ordinary Share) be approved.                  100%        0%
 Resolution 8                                                                     25,815,384  10,000     0

 THAT KPMG LLP be appointed as auditor of the Company to hold office from the
 conclusion of the AGM to the conclusion of the next annual general meeting of

 the Company.                                                                     99.96%      0.04%
 Resolution 9                                                                     25,815,384  10,000     0

 THAT the Audit and Risk Committee be authorised for and on behalf of the Board
 to determine the remuneration of KPMG LLP as the Company's auditor.

                                                                                  99.96%      0.04%

 

 SPECIAL RESOLUTIONS                                                              FOR         AGAINST  WITHHELD
 Resolution 10                                                                    25,825,384  0        0

 THAT the Company be authorised to purchase up to 9,165,665 of its own Ordinary
 Shares, representing approximately 14.99 per cent of the Company's total

 issued ordinary share capital (exclusive of Ordinary Shares held in treasury)    100%        0%
 and to either cancel or hold in treasury any Ordinary Shares so purchased.
 Resolution 11                                                                    25,815,384  10,000   0

 THAT the Directors be authorised to allot and issue (or sell Ordinary Shares
 from treasury) up to 7,695,370 Ordinary Shares, representing approximately 10

 per cent of the Company's total issued ordinary share capital (inclusive of      99.96%      0.04%
 Ordinary Shares held in treasury) as if the pre-emption rights in the Articles
 did not apply.

 

Notes:

1.   Votes "For" and "Against" are expressed as a percentage of votes
received.

2.   A "Vote withheld" is not a vote in law and is not counted in the
calculation of the % of shares voted "For" or "Against" a resolution.

 

The Board notes that votes representing 22.05% of total votes cast were
received against the resolution to approve that Joanna Dentskevich be
re-elected as a director of the Company, substantially all of which were cast
by a single shareholder.

 

The Board notes that votes representing 21.80% of total votes cast were
received against the resolution to approve that Nick Watkins and Neal J.
Wilson be re-elected as a director of the Company, substantially all of which
were cast by a single shareholder.

 

 

The UK Corporate Governance Code (the "UK Code") notes that where a
significant proportion of votes have been cast against a resolution at a
general meeting, a company should explain what actions it has taken to
understand the reasons behind the vote. For these purposes, the UK Code and
the Investment Association consider 20% or more of votes cast against a board
recommendation for a resolution as being "significant".

 

The Company will engage with the relevant shareholder who voted against the
relevant resolutions, in order to understand the reasons for their vote.

 

The full text and details of the resolutions passed, together with the
explanatory notes, are set out in the Notice of Annual General Meeting dated
18 May 2023, which is available at https://www.ejfi.com/
(https://www.ejfi.com/) .

 

These results will also be made available on the Company's website and a copy
of resolutions passed as special business will be submitted as soon as
practicable to the National Storage Mechanism and will be available shortly
for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.

 

 

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 813 967

 

For the Broker

Barclays Bank PLC

Dion Di Miceli

Stuart Muress

James Atkinson

 

BarclaysInvestmentCompanies@barclays.com

 

+44 207 623 2323

 

Liberum Capital Limited

Darren Vickers / Owen Matthews

 

ejfinvestments@liberum.com (mailto:ejfinvestments@liberum.com)

 

+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

 

Investor information & warnings

 

The latest available information on the Company can be accessed via its
website at www.ejfi.com (http://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.

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