REG - EJF Investments Ltd EJF Investments-EJFZ - Notice of AGM

EJF InvestmentsAnnouncement

17/05/2024 16:45

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RNS Number : 9587O  EJF Investments Ltd  17 May 2024

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.

17(th) 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
(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/
(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
(mailto: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 (mailto: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 (http://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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