REG - EJF Investments Ltd EJF Investments-EJFZ - Results of Liquidity Option

EJF InvestmentsAnnouncement

15/10/2025 07:00

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RNS Number : 3703D  EJF Investments Ltd  15 October 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).

15 October 2025

EJF Investments Ltd

("EJFI" or the "Company")

 

Results of Liquidity Option

Further to the announcement on 1 September 2025, and the publication of the
Liquidity Option Memorandum in respect of a tender offer (the "Liquidity
Option") on 12 September 2025, the Board of EJFI today announces the results
of the Liquidity Option for up 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
("Ordinary Shares")) which closed on 13 October 2025.

The Liquidity Option was taken up in full and, after taking account of
rounding, the Company will purchase a total of 3,057,260 Ordinary Shares at
the Tender Price of 143.40 pence per Ordinary Share. The total shares tendered
represented approximately 44 per cent. of the Ordinary Shares currently in
circulation. As previously mentioned, none of the Ordinary Shares held by the
members of the Board or the principals of EJF Investments Manager LLC (the
"Manager") or EJF Capital Limited (an affiliate of the Manager) were tendered.

Eligible Shareholders who validly tendered a percentage of their Ordinary
Shares equal to or less than their Basic Entitlement to tender 5 per cent. of
their registered shareholding shall have all tendered Ordinary Shares
purchased in full under the Liquidity Option. A total of 1,595,375 of Basic
Entitlement shares were tendered out of the 3,057,260 available.

Eligible Shareholders who validly tendered Excess Applications shall have the
whole of their Basic Entitlement and approximately 5.79 per cent. of their
Excess Applications purchased pursuant to the Liquidity Option. A total of
25,264,730 of Excess Application shares were tendered.

Once the remaining conditions under the Repurchase Agreement have been met,
3,057,260 Ordinary Shares will therefore be purchased by Panmure Liberum
Limited ("Panmure Liberum") at the Tender Price. Under the terms of the
Repurchase Agreement, Panmure Liberum shall sell the Ordinary Shares purchased
to the Company pursuant to the Liquidity Option at the Tender Price. The
Ordinary Shares purchased by the Company pursuant to the Repurchase Agreement
will be cancelled.

As set out in the Liquidity Option Memorandum, proceeds payable to Eligible
Shareholders whose tendered Ordinary Shares are held through CREST accounts
are expected to be paid on 27 October 2025 with cheques for the certificated
Ordinary Shares purchased under the Liquidity Option despatched on the same
date.

The Tender Price is at a 5 per cent. discount to the Company's NAV per share
as at 31 August 2025 (adjusted for the costs of the Liquidity Option).

 

Total Voting Rights

Following the completion of the Liquidity Option, the Company will have
73,896,447 Ordinary Shares in issue (including 15,808,509 Ordinary Shares held
in treasury). Therefore, the total number of voting rights in the Company will
be 58,087,938 and this figure may be used by Shareholders as the denominator
for calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure Guidance and Transparency
Rules.

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 (mailto:mhargreaves@ejfcap.com) / JGhatalia@ejfcap.com

+44 203 752 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 / Ashwin Kohli

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

 

 

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

 

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, the matters referred to
in the Liquidity Option Memorandum and 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. 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. NEITHER PANMURE LIBERUM NOR ANY OF ITS
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.

 

This announcement does not constitute any offer for or invitation to sell or
purchase any securities, or any solicitation of any offer for, securities.

 

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 was 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. 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
was 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 is 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 was 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.

 

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,
was 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.

 

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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