TIDMEJFI TIDMEJFZ
RNS Number : 0927A
EJF Investments Ltd
27 May 2021
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.
27 May 2021
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 1
July 2021 at 2:00 pm (BST).
The purpose of the Annual General Meeting is to consider and, if
thought fit, pass the following Resolutions, of which Resolutions 1
to 9 (inclusive) will be proposed as Ordinary Resolutions and
Resolutions 10 to 12 (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 2020 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 2020) be approved.
3. THAT Joanna Dentskevich be re-elected as a director of the Company.
4. THAT Alan Dunphy be re-elected as a director of the Company.
5. THAT Nick Watkins be re-elected as a director of the Company.
6. THAT Neal J. Wilson be re-elected as a director of the Company.
7. THAT the Company's dividend policy to continue to pay
quarterly interim dividends per financial year (which, in the
financial year ending 31 December 2020, have totalled 10.7 pence
per Ordinary Shares) be approved.
8. 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.
9. THAT, conditional on Resolution 8 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
10. THAT, in substitution for Resolution 10 of the Shareholder
Resolutions passed at the annual general meeting of the Company on
2 July 2020, 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 31 July 2022) (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 10 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.
11. 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 7,695,371
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, 31 July 2022) 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 and 12 of the Shareholder Resolutions passed at
the annual general meeting of the Company on 2 July 2020;
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.
12. 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 7,695,371
Ordinary Shares, representing approximately a further 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, 31 July 2022) 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 and 12 of the Shareholder Resolutions passed at
the annual general meeting of the Company on 2 July 2020;
b. is in addition to the authority to be granted pursuant to
Resolution 11 above (if passed); and
c. 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 / Hammad Khan / Matt Gill
pstage@ejfcap.com / hkhan@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 709 181/ +44 1534 813 996
For the Broker
Numis Securities Limited
David Luck
d.luck@numis.com
+44 20 7260 1301
About EJF Investments Ltd
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
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
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