TIDMEJFI
RNS Number : 0983W
EJF Investments Ltd
09 November 2017
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
UNITED KINGDOM), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the UK Financial Conduct Authority (the "FCA")
and not a prospectus and not an offer of securities for sale in any
jurisdiction. Neither this announcement nor anything contained
herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information in the
Prospectus (as defined below) published by the Company (as defined
below). A copy of the Prospectus is available from the Company's
website (www.EJFI.com), subject to applicable securities laws, and
at its registered office at 47 Esplanade, St. Helier, Jersey JE1
0BD, Channel Islands and at the offices of Clifford Chance LLP at
10 Upper Bank Street, London E14 5JJ, United Kingdom
9 November 2017
EJF Investments Ltd (the "Company")
Results of Placing, Publication of Circular and PDMR Dealing
The Company is pleased to announce that, following the
publication of its prospectus on 9 November 2017 (the
"Prospectus"), it has raised gross proceeds of GBP15 million
through the conditional placing of 15 million 2022 ZDP Shares
pursuant to the First ZDP Placing.
The First ZDP Placing is conditional upon the passing of certain
resolutions at the Company's extraordinary general meeting to be
held on 30 November 2017 (the "EGM"). The Company will shortly post
a circular to shareholders with a notice to convene the EGM (the
"Circular").
Application will be made for the 2022 ZDP Shares being issued
pursuant to the First ZDP Placing to be admitted to trading on the
Specialist Fund Segment of the main market of the London Stock
Exchange (the "First ZDP Admission") and that dealings on the
London Stock Exchange will commence on 1 December 2017.
Full details of the First ZDP Placing and the Placing Programme
are set out in the Prospectus, a copy of which is available from
the Company's website (www.EJFI.com), subject to applicable
securities laws, and at its registered office at 47 Esplanade, St.
Helier, Jersey JE1 0BD, Channel Islands and at the offices of
Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, United
Kingdom.
Terms not defined in this announcement shall have the same
meaning as the defined terms in the Prospectus.
A copy of the Circular will shortly be available from the
Company's website (www.EJFI.com), subject to applicable securities
laws, and at its registered office at 47 Esplanade, St. Helier,
Jersey JE1 0BD, Channel Islands and at the offices of Clifford
Chance LLP at 10 Upper Bank Street, London E14 5JJ, United
Kingdom.
Liberum Capital Limited ("Liberum") is acting as Financial
Adviser, Bookrunner and Broker to the Company.
The ISIN of the 2022 ZDP Shares will be JE00BDG12N48 and the
SEDOL will be BDG12N4.
PDMR participation in the First ZDP Placing
Neal Wilson, a Non-Executive Director of the Company and the
Chief Executive of the Investment Manager, and the Investment
Manager (who are each PDMRs) have each committed to subscribe for
375,000 2022 ZDP Shares pursuant to the First ZDP Placing.
1 Details of the person discharging managerial
responsibilities / person closely associated
----- ----------------------------------------------------------------------
(a) Name Neal Wilson
----- -------------------------------- ------------------------------------
2 Reason for the notification
----- ----------------------------------------------------------------------
(a) Position/status Non-Executive Director
----- -------------------------------- ------------------------------------
(b) Initial notification/Amendment Initial Notification
----- -------------------------------- ------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
----- ----------------------------------------------------------------------
(a) Name EJF Investments Ltd
----- -------------------------------- ------------------------------------
(b) LEI 549300XZYEQCLA1ZAT25
----- -------------------------------- ------------------------------------
4 Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
----- ----------------------------------------------------------------------
(a) Description of 2022 ZDP Shares
financial instrument,
type of instrument
JE00BDG12N48
Identification
code
----- -------------------------------- ------------------------------------
(b) Nature of the Subscription for 2022 ZDP Shares
transaction
----- -------------------------------- ------------------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s)
----- -------------------------------- ------------------ ----------------
100 pence 375,000
--------------------------------------------------------- ----------------
(d) Aggregate information
* Aggregated volume 375,000
GBP375,000
* Price
----- -------------------------------- ------------------------------------
(e) Date of transaction 9 November 2017
----- -------------------------------- ------------------------------------
(f) Place of transaction On-market
----- -------------------------------- ------------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
----- ----------------------------------------------------------------------
(a) Name EJF Investments Manager LLC
----- -------------------------------- ------------------------------------
2 Reason for the notification
----- ----------------------------------------------------------------------
(a) Position/status Investment Manager
----- -------------------------------- ------------------------------------
(b) Initial notification/Amendment Initial Notification
----- -------------------------------- ------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
----- ----------------------------------------------------------------------
(a) Name EJF Investments Ltd
----- -------------------------------- ------------------------------------
(b) LEI 549300XZYEQCLA1ZAT25
----- -------------------------------- ------------------------------------
4 Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
----- ----------------------------------------------------------------------
(a) Description of 2022 ZDP Shares
financial instrument,
type of instrument
JE00BDG12N48
Identification
code
----- -------------------------------- ------------------------------------
(b) Nature of the Subscription for 2022 ZDP Shares
transaction
----- -------------------------------- ------------------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s)
----- -------------------------------- ------------------ ----------------
100 pence 375,000
--------------------------------------------------------- ----------------
(d) Aggregate information
* Aggregated volume 375,000
GBP375,000
* Price
----- -------------------------------- ------------------------------------
(e) Date of transaction 9 November 2017
----- -------------------------------- ------------------------------------
(f) Place of transaction On-market
----- -------------------------------- ------------------------------------
-end-
ENQUIRIES
For the Investment Manager
EJF Investments Manager LLC
Peter Stage / Hammad Khan
PStage@ejfcap.com / HKhan@ejfcap.com
+44 203 752 6775 / +44 203 752 6771
For the Company Secretary and Administrator
Crestbridge Fund Administrators Limited
EJFInvestors.jsy@crestbridge.com
+44 1534 835 600
For the Broker
Liberum Capital Limited
Henry Freeman / Gillian Martin / Ben Roberts
+44 20 3100 2000
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. The JFSC has not
reviewed or approved this announcement.
LEI: 549300XZYEQCLA1ZAT25
Important Notice
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 2022 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 2022 ZDP Shares is not guaranteed and can
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 (other than the United Kingdom),
Australia, Canada, South Africa, Japan 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 First ZDP 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, South Africa or
Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
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 regulating 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 is only addressed to and directed at qualified
investors within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC as amended, including by Directive
2010/73/EC) ("Qualified Investors") in the United Kingdom who (i)
are 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) are persons who are high net worth entities
falling within Article 49(2)(a) to (d) of the Order and (iii) are
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
and will be engaged in only with such persons. Other persons should
not rely or act upon this announcement or any of its contents.
This announcement is not intended to be an offer or placement
for the purposes of the Alternative Investment Fund Managers
Directive ("AIFMD"), and any "marketing" as defined in AIFMD will,
in due course, take place in accordance with the national private
placement regimes of the applicable European Economic Area
jurisdictions in which the Manager registers under AIFMD for
marketing.
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 and 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.
This announcement does not constitute a recommendation
concerning the First ZDP Placing or any Subsequent Placing under
the Placing Programme. The Company is not regulated by the FCA and
FCA protection does not apply to the First ZDP Placing or any
Subsequent Placing under the Placing Programme.
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 First ZDP Placing or any Subsequent
Placing under the Placing Programme, the contents of this
announcement or any transaction or arrangement or other matter
referred to herein.
In connection with the First ZDP Placing or any Subsequent
Placing under the Placing Programme, Liberum and any of its
affiliates, acting as investors for their own accounts, may
subscribe for or purchase 2022 ZDP Shares and other securities of
the Company and in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts in such 2022 ZDP
Shares and other securities of the Company or related investments
in connection with the First ZDP Placing or any Subsequent Placing
under the Placing Programme or otherwise. Accordingly, references
in the Prospectus to the 2022 ZDP Shares and other securities of
the Company 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
2022 ZDP Shares and other securities of the Company 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 2022
ZDP Shares and other securities of the Company. 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 the 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DSHBLBDBXDGBGRC
(END) Dow Jones Newswires
November 09, 2017 11:30 ET (16:30 GMT)
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