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.
17th May 2024
EJF Investments Ltd ("EJFI"
or the "Company")
Notice of Annual General
Meeting
The Company has today issued a
circular (the "Circular")
convening an annual general meeting (the "Annual General Meeting") to be held at
IFC1, The Esplanade, St Helier, Jersey JE1 4BP on 06 June 2024 at
11:00 am (BST).
The purpose of the Annual General
Meeting is to consider and, if thought fit, pass the following
Resolutions, of which Resolutions 1 to 8 (inclusive) will be
proposed as Ordinary Resolutions and Resolutions 9 to 10
(inclusive) will be proposed as Special Resolutions:
ORDINARY RESOLUTIONS
1.
THAT the report of the
directors of the Company and the annual report and audited
financial statements for the year ended 31 December 2023 be
received and adopted.
2. 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 2023) be approved.
3. THAT Alan
Dunphy be re-elected as a director of the Company.
4. THAT Nick
Watkins be re-elected as a director of the Company.
5. THAT the
aggregate cap per annum for the Directors' remuneration be
increased from £150,000 to £200,000.
6. THAT the
Company's dividend policy to continue to pay quarterly interim
dividends per financial year (which, in the financial year ending
31 December 2023, have totalled 10.7
pence per Ordinary Share) be approved.
7.
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.
8.
THAT, conditional on
Resolution 7 above being passed, the Audit and Risk Committee be
authorised for and on behalf of the Board to determine remuneration
of KPMG LLP as the Company's auditor.
SPECIAL RESOLUTIONS
9. THAT, in
substitution for Resolution 10 of the
Shareholder Resolutions passed at the annual
general meeting of the Company on 13
June 2023, the Company be generally and unconditionally authorised
in accordance with Article 57 of the Companies Law (subject to any
applicable legislation and regulations) to make market purchases of
its own Ordinary Shares in accordance with the Articles and on such
terms as the Directors think fit, provided that:
(a)
the maximum aggregate number of Ordinary Shares
authorised to be purchased is 9,165,665 (representing approximately
14.99 per cent. of the total issued ordinary share capital
(exclusive of Ordinary Shares held in treasury) as at the Latest
Practicable Date prior to the publication of this Notice of Annual
General Meeting);
(b)
the minimum price, exclusive of any expenses,
which may be paid for an Ordinary Share is one pence per Ordinary
Share (or equivalent in any other currency); and
(c)
the maximum price, exclusive of any expenses,
which may be paid for an Ordinary Share is an amount equal to the
higher of:
(i) 105 per cent. of the average of the
middle market quotations for an Ordinary Share (as derived from the
Daily Official List of the London Stock Exchange) for the five
Business Days immediately preceding the day on which such Ordinary
Share is contracted to be purchased; and
(ii)
the higher of:
I. the price of
the last independent trade of an Ordinary Share; and
II. the highest current
independent bid for an Ordinary Share on the trading venue where
the purchase is carried out,
and the authority hereby conferred
shall expire at the conclusion of the next annual general meeting
of the Company (or, if earlier, close of business on 05 June 2025)
(unless previously revoked, varied, renewed or extended by the
Company in general meeting), save that (i) the Company may make a
contract to purchase Ordinary Shares under this authority before
the expiry of the authority which will or may be executed wholly or
partly after the expiry of such authority, and may make a purchase
of Ordinary Shares in pursuance of any such contract; and (ii) the
Company be generally and unconditionally authorised to cancel or
hold in treasury any of the Ordinary Shares purchased pursuant to
this Resolution 9 and the Directors may, at their discretion,
subsequently cancel, sell or transfer such Ordinary Shares held in
treasury in accordance with Article 58A of the Companies
Law.
10. THAT the Directors of
the Company be and are hereby generally and unconditionally
authorised to allot and issue (or to sell Ordinary Shares from
treasury) an aggregate of up to 7,695,370 Ordinary Shares,
representing approximately 10 per cent. of the Company's total
issued ordinary share capital (inclusive of Ordinary Shares held in
treasury) as at the Latest Practicable Date prior to the
publication of this Notice of Annual General Meeting, for cash in
whatever currency and at whatever price they may determine as if
any pre-emption rights conferred by the Articles did not apply to
such allotment and issue (or sale from treasury), such authority to
expire on conclusion of the next annual general meeting of the
Company (or, if earlier, 5 June 2025) save that the Company may, at
any time prior to the expiry of such authority, make an offer or
enter into an agreement which would or might require the allotment
of Ordinary Shares in pursuance of such an offer or agreement as if
such authority had not expired. For the avoidance of doubt this
authority:
(a)
is independent to and shall replace
the authorities granted by Resolutions 11 of the
Shareholder Resolutions passed at the annual
general meeting of the Company on 13
June 2023;
(b)
may be used at any time in favour of the Manager
in satisfaction of any incentive fees due to it under and in
accordance with the terms of the Management Agreement.
Recommendation
The Directors consider all of the
Resolutions to be in the best interests of Shareholders as a whole
and recommend that you vote in favour of the Resolutions, as the
Directors intend to do in respect of their own beneficial holdings
(if any).
A copy of the Circular will be
uploaded to the National Storage Mechanism and will shortly be
available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
A copy of the Circular will also be
available on the Company's website at https://www.ejfi.com/rns-announcements/shareholder-meetings/
Capitalised terms used but not
defined in this announcement will have the same meaning as set out
in the Circular.
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 709 189/ +44 1534 709 108
For the Brokers
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
+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.