Admission and Completion of Group Restructuring

RNS Number : 0520L

EJF Investments Ltd

14 July 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 is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("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 (the "Prospectus") published by the Company (as defined below) in connection with the admission of its ordinary shares to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange plc. 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.

14 July 2017

EJF Investments Ltd

Admission Announcement and Completion of Group Restructuring

Admission

Further to an announcement on 11 July 2017, the board of directors (the "Board") of EJF Investments Ltd ("EJFI" or the "Company") is pleased to announce the admission of 5,479,453 new ordinary shares ("New Ordinary Shares") for trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange at 8.00 am today ("Admission").

On Admission, the Company has 53,874,670 ordinary shares in issue each with equal voting rights. This total voting rights figure can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. Any such notification to the Company should be made to Crestbridge, the Company's administrator, by emailing [e-mail].

The New Ordinary Shares include the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue save that the New Ordinary Shares will not be entitled to the second interim dividend of 2.4 pence per existing ordinary share declared by the Company on 22 June 2017.

The Shares will trade under the TIDM EJFI (ISIN: JE00BF0D1M25).

In accordance with DTR 6.4.2, the Company confirms that the UK is its home member state.

Completion of Group Restructuring

Further to an announcement on 16 May 2017, the Board is also pleased to announce that the Company has completed the group restructuring proposals set out in that announcement (the "Group Restructuring").

As a result of the Group Restructuring, a wholly-owned subsidiary of the Company, EJF Investments Holdings Limited ("HoldCo"), has been incorporated in Jersey and the investment assets of the Company, together with cash, have been contributed to HoldCo. The board of directors of HoldCo mirrors the composition of the Board.

ENQUIRIES

EJF Investments Ltd Neal Wilson Peter Stage Hammad Khan	[phone]
Liberum Capital Limited Henry Freeman Christopher Britton Ben Roberts	[phone]
Company Secretary and Administrator Crestbridge Fund Administrators Limited	[phone] [e-mail]

Important notice

This announcement has been prepared by, and is the sole responsibility of, 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.

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 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 Shares referred to herein to any person in any jurisdiction, including the United States, any member state of the European Economic Area (other than the United Kingdom), 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. The Company has not been and will not be registered under the United States' Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act. 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.

Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Liberum Capital Limited or advice to any other person in relation to the matters contained herein. Neither Liberum Capital Limited nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to the Company, whether written, oral or in a visual or electronic format, and howsoever transmitted or made available or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.

 

END

 

 

UPDBRGDRXXBBGRX