TIDMEJFI TIDMEJFZ
RNS Number : 5191E
EJF Investments Ltd
12 February 2018
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 CONTAINS INSIDE INFORMATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the UK Financial Conduct Authority (the "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 published on 9 November 2017 (the "Prospectus"). A copy
of 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
12 February 2018
EJF Investments Ltd (the "Company")
Placing under Placing Programme
The Company today announces its intention to raise new capital
under the Company's placing programme (the "Placing Programme") as
detailed in the Company's Prospectus. The Company is seeking to
raise GBP50 million via a placing (the "Placing") of new shares
(the "New Shares").
Background
The Company's investment objective is to generate attractive
risk adjusted returns for its shareholders by investing in
opportunities created by regulatory and structural changes
impacting the financial services sector. The Company seeks to do
this by primarily investing in debt issued by small U.S. banks and
insurance companies on a moderately levered basis.
Based on current market conditions, the Company is targeting an
annual dividend of 10 pence per share for the financial year to 31
December 2018, to be distributed evenly in four quarterly payments.
If the Board determines that any excess returns may be distributed
to shareholders, these will be paid as part of the final quarterly
dividend of the 2018 financial period. The Company paid out 9.7
pence per share in aggregate in dividends for the financial period
to 31 December 2017, including a quarterly dividend of 2.5 pence
per share for the fourth quarter, which exceeded the Company's
initial dividend target of 6%.
The Company generated a NAV total return of 23.5% from February
2017 (the implementation of the group structure) to 31 December
2017 and has gross assets of GBP103 million and net assets of
GBP86.3 million (as at 31 December 2017) (unaudited).
On 20 January 2018, the Company declared a dividend for the
quarter ending 31 December 2017 which went ex on 2 February 2018
and which is expected to be paid on 2 March 2018.
Investment Opportunity
The Company's capital is currently substantially deployed or
committed to near term investments and EJF Investment Manager LLC,
the Company's Manager (the "Manager"), has a defined pipeline of
potential investments matching the Company's return profile which
would require at least GBP50 million of additional investment by
the Company.
The Manager believes that now is an attractive time to invest in
the U.S. small banks and insurance company sector due to a number
of performance drivers in the U.S.:
o Increased consolidation and M&A activity is reducing the
number of banks and strengthening the credit profiles of those that
remain - ca. 8,000 small banks in 2010 to ca. 5,500 in 2017 - in
addition to fuelling the redemption of certain bonds which benefits
many of the Company's investments;
o Increasing interest rates are expected to improve the
profitability of smaller U.S. banks and insurance companies while
also increasing income flows to CDO equity;
o Corporate tax cuts improve the profitability and credit
profile of the smaller U.S. financial institutions;
o Active securitisation market - increased demand for
securitisations backed by smaller U.S. financial institutions.
The Manager, as an affiliate of EJF Capital LLC which has over
U.S.$5.3 billion under management, is able to access a large volume
of attractive opportunities in this sector and be selective when
investing.
Proposed Placing under the Placing Programme
The proposed Placing will take place through the Company's
broker, Liberum Capital Limited ("Liberum").
The Placing is expected to close at 1.30 p.m. (London time) on 8
March 2018, but may be closed earlier or later at the discretion of
the Company and Liberum. The final number of New Shares will be
agreed between the Company and Liberum following close of the
Placing, and announced shortly thereafter.
Liberum may choose to accept bids, either in whole or in part,
on the basis of allocations determined in agreement with the
Company, and may scale down any bids for this purpose on such basis
as the Company and Liberum may determine. Liberum may also,
notwithstanding the above and subject to the prior consent of the
Company: (i) allocate New Shares after the time of any initial
allocation to any person submitting a bid after that time, and (ii)
allocate New Shares after the book-build has closed to any person
submitting a bid after that time. The Company's Board, in
consultation with Liberum, may also decide not to proceed with the
Placing for any reason. In this case, an announcement will be made
by the Company.
Applications will be made to the London Stock Exchange for the
New Shares to be admitted to trading on the Specialist Fund Segment
("Admission"). It is expected that Admission will become effective
on or around 13 March 2018 and that dealings in the New Shares will
commence at that time.
The Placing is being made pursuant to the terms and conditions
set out in Part XIV of the Prospectus. Investors are invited to
apply for New Shares pursuant to the Placing by contacting their
usual contact at Liberum.
Expected Timetable for the New Placing
Each of the times and dates set out below and mentioned
elsewhere in this document may be adjusted by the Company, in which
event details of the new times and dates will be announced via a
Regulatory Information Service. References to a time of day are to
London time.
Event Date
---------------------- ----------------------
Placing opens 22 February 2018
---------------------- ----------------------
Latest time and 1.30 p.m. on 8 March
date for commitments 2018
under the Placing
---------------------- ----------------------
Trade date 12 March 2018
---------------------- ----------------------
Admission 8.00 a.m. on 13 March
2018
---------------------- ----------------------
Crediting of CREST 13 March 2018
stock accounts in
respect of the New
Shares
---------------------- ----------------------
A copy of the Prospectus is available for inspection at:
www.morningstar.co.uk/uk/nsm as well as on the Company's website at
www.EJFI.com
Terms used but not defined in this announcement shall have the
meanings given to such terms in the Prospectus.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Past performance is not necessarily a reliable indicator of
future results. Returns are target returns only and there can be no
guarantee that such returns will be achieved. The market value of
shares and income from them can fall as well as rise due to stock
market and currency movements. When you sell your investment you
may get back less than you originally invested.
-end-
ENQUIRIES
For the Investment Manager
EJF Investment Manager LLC
Peter Stage / Hammad Khan
PStage@ejfcap.com / HKhan@ejfcap.com
+44 203 752 6775 / +44 203 752 6771
For the Company Secretary and Administrator
Crestbridge Fund Administrators Limited
EJFInvestors.jsy@crestbridge.com
+44 1534 835 600
For the Broker
Liberum Capital Limited
Henry Freeman / Gillian Martin
+44 20 3100 2000
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. The JFSC has not
reviewed or approved this announcement.
LEI: 549300XZYEQCLA1ZAT25
Important Notice
This announcement is a financial promotion and is not intended
to be investment advice.
The contents of this announcement, which have been prepared by
and are the sole responsibility of the Company, have been approved
by Liberum Capital Limited solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended) (the "FSMA").
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. It is
also subject to change. Before subscribing for any Shares, persons
viewing this announcement should ensure that they fully understand
and accept the risks which are set out in the Prospectus. The value
of Shares is not guaranteed and can fall as well as rise due to
stock market and currency movements. When you sell your investment
you may get back less than you originally invested. The price and
value of securities can go down as well as up, and investors may
get back less than they invested or nothing at all. Potential
investors should consult an independent financial advisor as to the
suitability of the securities referred to in this advertisement for
the person concerned.
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 offer of New Shares pursuant to the Placing (the "Offer") and
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
securities referred to herein to any person in any jurisdiction,
including the United States, 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. 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.
This announcement is not intended to be an offer or placement
for the purposes of the Alternative Investment Fund Managers
Directive ("AIFMD"), and any "marketing" as defined in AIFMD will,
in due course, take place in accordance with the national private
placement regimes of the applicable European Economic Area
jurisdictions in which the Manager registers under AIFMD for
marketing.
This announcement contains statements that are, or may be deemed
to be, "forward--looking statements". These forward--looking
statements may be identified by the use of forward--looking
terminology, including the terms "believes", "expects",
"anticipates", "intends", "plans", "estimates", "aim", "forecast",
"projects", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward--looking statements may and often do differ
materially from actual results. The forward--looking statements
reflect the Company's and the Manager's and EJF Capital LLC's
current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's business, results of
operations, financial position, liquidity, prospects, growth,
strategies and the industry in which the Company operates. The
forward--looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance.
Forward--looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Company, the Manager and EJF Capital LLC, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. Known and unknown factors could cause actual results
to differ materially from those projected in the forward--looking
statements. As a result, investors are cautioned not to place undue
reliance on such forward--looking statements. Forward--looking
statements speak only as of their date and the Company, the
Manager, EJF Capital LLC, Liberum and any of such person's
respective directors, officers, employees, agents, affiliates or
advisors expressly disclaim any obligation to supplement, amend,
update or revise any of the forward--looking statements made
herein, except where it would be required to do so under applicable
law. It is up to the recipient of this announcement to make its own
assessment as to the validity of such forward--looking statements
and assumptions. No statement in this announcement is intended as a
profit forecast or a profit estimate.
The timetable, including the date of Admission, may be
influenced by a range of circumstances such as market conditions.
There is no guarantee that the Offer will proceed and you should
not base your financial decisions on the Company's intentions in
relation to the Offer. This announcement does not constitute a
recommendation concerning the Offer. The Company is not regulated
by the FCA and FCA protection does not apply to the Offer.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for the Company and no one
else in connection with the matters described in this announcement.
Liberum will not regard any other person (whether or not a
recipient of this document) as a client in relation thereto and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for giving
advice in relation to the Offer, the contents of this announcement
or any transaction or arrangement or other matter referred to
herein.
In connection with the Offer, Liberum and any of its affiliates,
acting as investors for their own accounts, may subscribe for or
purchase Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such
Shares and other securities of the Company or related investments
in connection with the Offer or otherwise. Accordingly, references
in the Prospectus to the Shares being offered, subscribed, issued,
acquired, sold, placed or otherwise dealt in should be read as
including any offer, subscription, issue, sale, acquisition,
placing or dealing in the Shares by Liberum and any of its
affiliates acting as investors for their own accounts. In addition,
Liberum or its affiliates may enter into financing arrangements and
swaps in connection with which it or its affiliates may from time
to time acquire, hold or dispose of Shares. Neither Liberum nor any
of its affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Liberum by the FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Liberum nor any of its affiliates, directors, officers, employees,
advisors or agents accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information contained in this announcement (or whether any
information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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