EJF Investments EGM 2024

The Board of EJFI announces that it has today published a shareholder circular (the “Circular”) in respect of the introduction of a tender offer mechanism that would allow (at the discretion of the Board), Ordinary Shareholders to tender shares once in each 12-month period for a period of five years.

The tender offer mechanism, referred to in the Circular as the “Liquidity Option”, would, if implemented by the Board, allow Ordinary Shareholders to tender some or all of their respective holdings of Ordinary Shares for a cash price to be determined by the Board up to and including the prevailing NAV per Ordinary Share from time to time. The Liquidity Option in respect of a 12-month period would be subject to an aggregate maximum of 5 per cent. of all Ordinary Shares then in issue as at the date of the extraordinary general meeting of the Company (“EGM”) (recalculated on each subsequent anniversary). The shareholder authority for the Liquidity Option (the “Liquidity Authority”) will allow Ordinary Shareholders to tender shares once in each 12-month period commencing on the date of the EGM and ending five years thereafter. Upon conclusion of the five-year Liquidity Authority (the maximum period permitted under Jersey law), the Board will evaluate the renewal of the authority for an additional period.

At the same time, the Company is also seeking a shareholder authority for a placing of up to 28,000,000 2029 ZDP Shares (the “ZDP Placing“) to provide flexibility for its financing arrangements ahead of the repayment of the 2025 ZDP Shares on 18 June 2025.

The Circular contains details on the terms and conditions of the Liquidity Option, together with a notice convening an EGM to be held at 3.30 p.m. (GMT) on 17 December 2024.

The full text of the Chairman’s letter that accompanies the circular is included below.

The Circular, including the notice of the EGM, and a form of proxy have been sent to shareholders. A copy of the Circular will be submitted to the National Storage Mechanism and will be made available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company’s website: https://www.ejfi.com/.

Terms used and not defined in this announcement bear the meaning given to them in the Circular.