TIDMEJFI TIDMEJFZ
RNS Number : 0492H
EJF Investments Ltd
04 April 2022
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.
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 TO BE PUBLISHED BY THE
COMPANY IN DUE COURSE. COPIES OF THE PROSPECTUS WILL, FOLLOWING
PUBLICATION, BE AVAILABLE FROM THE COMPANY'S WEBSITE ( WWW.EJFI.COM
), SUBJECT TO APPLICABLE SECURITIES LAWS.
For persons that are resident of, or are present in, the United
Kingdom, this announcement is directed exclusively at persons 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, who are also persons who
are "investment professionals" as defined in Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 and/or in Article 14(5) of the Financial Services and Markets
Act 2000 (Promotion of Collective Investment Schemes) (Exemptions)
Order 2001, and any other persons to whom such communications may
lawfully be made under such statutory instruments (all such persons
together being referred to as "relevant persons"). This
announcement must not be acted on or relied on in the United
Kingdom, by persons who are not relevant person. Any 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.
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.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the US
Securities Act of 1933, as amended, and will not be offered to the
public in the United States. The Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as
amended.
4 April 2022
EJF Investments Ltd
Rollover Offer and launch of ZDP Placing Programme
The Board of EJF Investments Ltd ("EJFI" or the "Company") is
pleased to announce that further to the information provided in the
Company's Annual Report published on 30 March 2022, it expects to
shortly publish a prospectus (the "Prospectus") containing details
of a rollover offer (the "Rollover Offer") to convert existing 2022
ZDP shares into new 2025 ZDP shares ("New 2025 Rollover ZDP
Shares") as well as a placing programme of up to 70 million new
ordinary shares (the "New Ordinary Shares") and/or C Shares (the
"New C Shares") and up to 25 million new 2025 ZDP shares in the
Company (the "New 2025 Placing ZDP Shares") (the "Placing
Programme" and, together with the Rollover Offer, the "Proposals").
The Rollover Offer is not being made to persons in the United
States or to US Persons except in limited circumstances.
Once published, a copy of the Prospectus will be submitted to
the National Storage Mechanism and will be made available for
inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and be made
available on the Company's website: https://www.ejfi.com/ .
Terms used and not defined in this announcement bear the meaning
given to them in the Prospectus expected to be published today.
Background to the Proposals
The Company currently has two series of ZDP Shares in issue.
These are due for redemption on 30 November 2022 and 18 June 2025,
respectively. The aggregate redemption sum payable on the
redemption of the 2022 ZDP Shares is approximately GBP19.84 million
which is due on 30 November 2022. The Rollover Offer will enable
2022 ZDP Shareholders to remain invested in the Company at a higher
Gross Redemption Yield than the current Gross Redemption Yield of
the 2022 ZDP Shares. The Directors believe that there would be
minimal, if any, dilutive effects to 2025 ZDP Shareholders, and
those 2022 ZDP Shareholders who elect to convert (by way of
re-designation) their 2022 ZDP Shares could benefit from a larger
liquidity base and shareholder profile.
The Placing Programme is being undertaken to enable the Company
to raise capital on an ongoing basis should conditions allow.
The Rollover Offer
Under the Rollover Offer, 2022 ZDP Shareholders as at the
Rollover Record Date will be given the opportunity to convert (by
way of re-designation) some or all of their 2022 ZDP Shares into
New 2025 Rollover ZDP Shares. The Rollover Offer is not being made
to persons in the United States or to US Persons except in limited
circumstances. The Rollover Value attributed to each 2022 ZDP Share
as at the Rollover Date will be the Accrued Capital Entitlement of
each 2022 ZDP Share of 128.18p. The 2022 ZDP Shares will therefore
be converted to New 2025 Rollover ZDP Shares at the New 2025 ZDP
Share Rollover Price of 116.81p per 2025 ZDP Share (which will be
higher than the Accrued Capital Entitlement of the 2025 ZDP Shares
as at the Rollover Date). This will result in each 2022 ZDP Share
being converted (by way of re-designation) into 1.09735 New 2025
Rollover ZDP Shares.
The New 2025 Rollover ZDP Shares will rank pari passu with the
Existing 2025 ZDP Shares in all aspects. The New 2025 Rollover ZDP
Shares will have the same 2025 ZDP Final Capital Entitlement and
2025 ZDP Repayment Date as the Existing 2025 ZDP Shares, namely
140p per New 2025 Rollover ZDP Share on 18 June 2025. The New 2025
Rollover ZDP Shares will have a New 2025 ZDP Gross Redemption Yield
of 6.0 per cent. per annum to maturity, which is higher than the
2022 ZDP Gross Redemption Yield of 5.75 per cent. per annum, but
lower than the 2025 ZDP Gross Redemption Yield on the Existing 2025
ZDP Shares of 7.0 per cent per annum (due to the New 2025 ZDP Share
Rollover Price being set at above the Accrued Capital Entitlement
of the Existing 2025 ZDP Shares as at the Rollover Date).
The Latest time and date for receipt of Forms of Election and
TTE Instructions in connection with the Rollover Offer is 1:00 p.m.
on 3 May 2022 and the results of the Rollover Offer are expected to
be announced on 4 May 2022. Assuming that the Rollover Offer
Conditions are satisfied, Admission of the New 2025 Rollover ZDP
Shares arising upon conversion of the 2022 ZDP Shares pursuant to
the Rollover Offer is expected to occur on 10 May 2022.
The Rollover Offer is conditional on:
The Rollover Offer is conditional on: (i) valid elections being
received in respect of New 2025 Rollover ZDP Shares with a minimum
value, in aggregate, of GBP5 million; (ii) the ZDP Cover for the
2022 ZDP Shares and the ZDP Cover for the 2025 ZDP Shares being not
less than 3.5x; (iii) the passing of any required resolutions which
include an ordinary resolution of Ordinary Shareholders to
authorise the terms of the Rollover Offer; and (iv) Rollover
Admission.
The Company reserves the right to bring forward the 2022 ZDP
Repayment Date for the 2022 ZDP Shares that are not rolled over
pursuant to the Rollover Offer to an earlier repayment date to be
confirmed by the Company via an RIS announcement (the "Company's
Discretionary 2022 ZDP Early Redemption Date"). Following
completion of the Rollover Offer, all of the remaining 2022 ZDP
Shareholders will be entitled to receive the full 2022 ZDP Final
Capital Entitlement, namely 132.25p per 2022 ZDP Share, in respect
of all remaining 2022 ZDP Shares in their holding on the Company's
Discretionary 2022 ZDP Early Redemption Date, to the extent the
Company elects to bring forward the 2022 ZDP Redemption Date. The
Company's Discretionary 2022 ZDP Early Redemption Date is
conditional upon the passing of any required Resolutions, which
includes an ordinary resolution of Ordinary Shareholders to
authorise the Company's Discretionary 2022 ZDP Early Redemption
Date.
The Company's Discretionary 2022 ZDP Early Redemption Date is
conditional upon the passing of any required Resolutions, which
includes an ordinary resolution of Ordinary Shareholders to
authorise the Company's Discretionary 2022 ZDP Early Redemption
Date.
The Placing Programme
From the date of this Prospectus, the Company's Directors may
implement the Placing Programme. The maximum number of New Ordinary
Shares and/or New C Shares and New 2025 Placing ZDP Shares which
will be issued under the Placing Programme is 70 million and 25
million, respectively. The Placing Programme is flexible and may
have a number of closing dates. The Placing Programme will open on
4 April 2022 and the latest date for issuing New Ordinary Shares,
New C Shares and/or New 2025 Placing ZDP Shares under the Placing
Programme will be 3 April 2023. The Company's Directors reserve the
right to close the Placing Programme at any time prior to 3 April
2023.
Each allotment and issue of New Ordinary Shares, New C Shares
and/or New 2025 Placing ZDP Shares pursuant to the Placing
Programme will be conditional on: (i) the applicable Placing Price
being determined by the Company and the Manager (in consultation
with Liberum) (to the extent that New Ordinary Shares or New 2025
Placing ZDP Shares are issued); (ii) a special resolution of
Ordinary Shareholders to authorise (a) the Placing Programme, and
(b) the disapplication of pre-emption rights in respect of the
Ordinary Shares; (iii) for a Placing of New 2025 Placing ZDP Shares
only: (a) the ZDP Cover of the 2022 ZDP Shares and the 2025 ZDP
Shares not being less than 3.5x, and (b) the Minimum Cover Amount
in respect of the New 2025 Placing ZDP Shares being met following
completion of the Placing; (iv) the Placing Agreement becoming
otherwise unconditional in respect of that Placing, and not being
terminated in accordance with its terms before the relevant Placing
Admission of New Ordinary Shares, New C Shares and/or New 2025
Placing ZDP Shares becomes effective; (v) Admission of the New
Ordinary Shares, New C Shares and/or New 2025 Placing ZDP Shares to
be issued pursuant to the relevant Placing; and (vi) a valid
supplementary prospectus being published by the Company if such is
required pursuant to Article 23 of the UK Prospectus
Regulation.
Expected Timetable
Rollover Offer
Prospectus published 4 April 2022
Publication of Shareholder Circular 5 April 2022
Latest time and date for receipt of 1:00 p.m. on 3 May 2022
Forms of Election and TTE Instructions
in connection with the Rollover Offer
Rollover Record Date 6:00 p.m. on 3 May 2022
Announcement of the results of the Rollover 4 May 2022
Offer
EGM 5 May 2022
Admission and dealings in the 2025 ZDP 8:00 a.m. on 10 May
Shares pursuant to the Rollover Offer 2022
CREST accounts credited in respect of 10 May 2022
Depositary Interests in respect of 2025
ZDP Shares issued in uncertificated
form pursuant to the Rollover Offer
Share certificates in respect of 2025 Within 10 Business Days
ZDP Shares issued pursuant to the rollover of Rollover Admission
Offer in certificated form despatched
by post
Placing Programme
Prospectus published 4 April 2022
Placing Programme opens 4 April 2022
Publication of the Placing Price in As soon as reasonably
respect of each Placing practicable following
the closing of each
Placing
Admission and dealings in Ordinary Shares 8.00 a.m. on each day
commence on the London Stock Exchange on which New Ordinary
Shares, New C Shares
and/or New 2025 Placing
ZDP Shares are issued
pursuant to a Placing
Crediting of CREST stock accounts in 8.00 a.m. on each day
respect of the Ordinary Shares on which New Ordinary
Shares, New C Shares
and/or New 2025 Placing
ZDP Shares are issued
pursuant to a Placing
Share certificates despatched (where Approximately one week
applicable) following Placing Admission
of the New Ordinary
Shares, New C Shares
and/or New 2025 Placing
ZDP Shares
Last date for Shares to be issued pursuant 3 April 2023
to the Placing Programme
Each of the times and dates set out above is subject to change
without further notice. References to times are to London time
unless otherwise stated.
ENQUIRIES
For the Investment Manager
EJF Investments Manager LLC
Peter Stage / Matt Gill
pstage@ejfcap.com / mgill@ejfcap.com
+44 203 752 6775 / +44 203 752 6771 / +44 203 752 6774
For the Company Secretary and Administrator
BNP Paribas Securities Services S.C.A Jersey Branch
jersey.bp2s.ejf.cosec@bnpparibas.com
+44 1534 709 198 / +44 1534 813 996
For the Broker
Liberum Capital Limited
Darren Vickers / Owen Matthews / Lydia Zychowska
+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 .
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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END
MSCEAXLFEDDAEFA
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