28 Feb 2019 17:23
FOR IMMEDIATE RELEASE
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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
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28 February 2019
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EJF INVESTMENTS LTD
Notification of transactions by directors, persons discharging managerial responsibilities and persons closely associated with them
EJF Investments Ltd. ("EJFI" or the "Company") announces that it was notified on 28 February 2019 (the "Notification Date") that on the same date, EJF Investments Manager LLC (the "Manager"), the Company's investment manager, acquired 207,135 ordinary shares of no par value in the Company ("Ordinary Shares") at an average price of 179 pence per share (together, the "2018 Incentive Shares").
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This transaction was in partial satisfaction of the incentive fee payable by the Company to the Manager for the incentive fee period ending 31 December 2018, in accordance with the terms of the management agreement (as amended from time to time) between (among other persons) the Company and the Manager (the "Management Agreement").
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The Manager is a "person discharging managerial responsibilities" (a "PDMR") for the purposes of Regulation (EU) No 596/2014 on Market Abuse ("MAR").
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The Company was also notified on the Notification Date that on the same date the Manager allocated and distributed the 2018 Incentive Shares to certain of its officers and affiliates in the proportions set out below, in each case for nil consideration (the "Allocations"). The Allocations have been made by the Manager in accordance with its own incentive plan.
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The Company was also notified on the Notification Date that on the same date, as a consequence of the Allocations:
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路 Neal J. Wilson, the Chief Executive Officer of the Manager, a non-executive director of the Company and a PDMR for the purposes of MAR, acquired 41,427 Ordinary Shares from the Manager;
路 Lindsay J. Sparacino, the Co-Chief Investment Officer of the Manager and a PDMR for the purposes of MAR, acquired 20,714 Ordinary Shares from the Manager;
路 Peter A. Stage, the Chief Financial Officer of the Manager and a PDMR for the purposes of MAR, acquired 20,714 Ordinary Shares from the Manager;
路 Hammad W. Khan, the Senior Managing Director, Europe, of the Manager and a PDMR for the purposes of MAR, acquired 20,714 Ordinary Shares from the Manager; and
路 EJF Capital Limited, a wholly-owned subsidiary of EJF Capital LLC and a "person closely associated" with the Manager for the purposes of MAR, acquired 103,566 Ordinary Shares from the Manager.
Each of Mr Wilson, Ms Sparacino, Mr Stage, Mr Khan and EJF Capital Limited have previously entered into deeds of adherence to the lock-in deed applicable to the Manager and, therefore, the Ordinary Shares acquired by them as set out above are subject to the restrictions set out in such lock-in deed (including, among others, a restriction on transferring any Ordinary Shares received by the Manager pursuant to the Management Agreement for a period of six months following the date on which the Manager receives any such Ordinary Shares).
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Following settlement of all of these transactions:
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路 the Manager is interested in 375,000 zero dividend preference shares with a redemption date in 2022, representing approximately 2.5% of the issued shares in that class of shares in the capital of the Company;
路 Mr Wilson is interested in 1,330,012 Ordinary Shares, representing approximately 2.07% of the issued shares in that class of shares in the capital of the Company, and 375,000 zero dividend preference shares with a redemption date in 2022, representing approximately 2.5% of the issued shares in that class of shares in the capital of the Company;
路 Ms Sparacino is interested in 97,963 Ordinary Shares, representing approximately 0.15% of the issued shares in that class of shares in the capital of the Company;
路 Mr Stage is interested in 74,128 Ordinary Shares, representing approximately 0.12% of the issued shares in that class of shares in the capital of the Company;
路 Mr Khan is interested in 74,128 Ordinary Shares, representing approximately 0.12% of the issued shares in that class of shares in the capital of the Company; and
路 EJF Capital Limited is interested in 370,633 Ordinary Shares, representing approximately 0.58% of the issued shares in that class of shares in the capital of the Company.
Shares in the capital of the Company held in treasury have not been taken into account in the calculation of the above percentages.
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The notifications below, made in accordance with the requirements of MAR, provide further detail in relation to the above transactions:
1 | Details of the person discharging managerial responsibilities / person closely associated 聽 | ||
(a) | Name 聽 | EJF Investments Manager LLC | |
2 | Reason for the notification 聽 | ||
(a) | Position/status 聽 | The Company's investment manager | |
(b) | Initial notification/Amendment 聽 | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name 聽 | EJF Investments Ltd | |
(b) | LEI 聽 | 549300XZYEQCLA1ZAT25 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument 聽 Identification code 聽 | Ordinary shares of no par value 聽 聽 JE00BF0D1M25 聽 | |
(b) | Nature of the transaction 聽 | Purchase of Ordinary Shares | |
(c) | Price(s) and volume(s) 聽 | Price(s) | Volume(s) |
拢1.79 | 207,135 | ||
(d) | Aggregate information 聽 路 Aggregated volume 聽 路 Price 聽 | 聽 聽 207,135 聽 拢370,771.65 | |
(e) | Date of transaction 聽 | 28 February 2019 | |
(f) | Place of transaction 聽 | On-market | |
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1 | Details of the person discharging managerial responsibilities / person closely associated 聽 | ||
(a) | Name 聽 | Neal J. Wilson | |
2 | Reason for the notification 聽 | ||
(a) | Position/status 聽 | Non-executive director of the Company and Chief Executive Officer of the Manager | |
(b) | Initial notification/Amendment 聽 | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name 聽 | EJF Investments Ltd | |
(b) | LEI 聽 | 549300XZYEQCLA1ZAT25 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument 聽 Identification code 聽 | Ordinary shares of no par value 聽 聽 JE00BF0D1M25 聽 | |
(b) | Nature of the transaction 聽 | Transfer of Ordinary Shares | |
(c) | Price(s) and volume(s) 聽 | Price(s) | Volume(s) |
拢0.00 | 41,427 | ||
(d) | Aggregate information 聽 路 Aggregated volume 聽 路 Price 聽 | 聽 聽 41,427 聽 拢0.00 | |
(e) | Date of transaction 聽 | 28 February 2019 | |
(f) | Place of transaction 聽 | On-market | |
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1 | Details of the person discharging managerial responsibilities / person closely associated 聽 | ||
(a) | Name 聽 | Lindsay Sparacino | |
2 | Reason for the notification 聽 | ||
(a) | Position/status 聽 | Co-Chief Investment Officer of the Manager | |
(b) | Initial notification/Amendment 聽 | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name 聽 | EJF Investments Ltd | |
(b) | LEI 聽 | 549300XZYEQCLA1ZAT25 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument 聽 Identification code 聽 | Ordinary shares of no par value 聽 聽 JE00BF0D1M25 聽 | |
(b) | Nature of the transaction 聽 | Transfer of Ordinary Shares | |
(c) | Price(s) and volume(s) 聽 | Price(s) | Volume(s) |
拢0.00 | 20,714 | ||
(d) | Aggregate information 聽 路 Aggregated volume 聽 路 Price 聽 | 聽 聽 20,714 聽 拢0.00 | |
(e) | Date of transaction 聽 | 28 February 2019 | |
(f) | Place of transaction 聽 | On-market | |
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1 | Details of the person discharging managerial responsibilities / person closely associated 聽 | ||
(a) | Name 聽 | Peter Stage | |
2 | Reason for the notification 聽 | ||
(a) | Position/status 聽 | Chief Financial Officer of the Manager | |
(b) | Initial notification/Amendment 聽 | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name 聽 | EJF Investments Ltd | |
(b) | LEI 聽 | 549300XZYEQCLA1ZAT25 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument 聽 Identification code 聽 | Ordinary shares of no par value 聽 聽 JE00BF0D1M25 聽 | |
(b) | Nature of the transaction 聽 | Transfer of Ordinary Shares | |
(c) | Price(s) and volume(s) 聽 | Price(s) | Volume(s) |
拢0.00 | 20,714 | ||
(d) | Aggregate information 聽 路 Aggregated volume 聽 路 Price 聽 | 聽 聽 20,714 聽 拢0.00 | |
(e) | Date of transaction 聽 | 28 February 2019 | |
(f) | Place of transaction 聽 | On-market | |
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1 | Details of the person discharging managerial responsibilities / person closely associated 聽 | ||
(a) | Name 聽 | Hammad W. Khan | |
2 | Reason for the notification 聽 | ||
(a) | Position/status 聽 | Senior Managing Director, Europe, of the Manager | |
(b) | Initial notification/Amendment 聽 | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name 聽 | EJF Investments Ltd | |
(b) | LEI 聽 | 549300XZYEQCLA1ZAT25 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument 聽 Identification code 聽 | Ordinary shares of no par value 聽 聽 JE00BF0D1M25 聽 | |
(b) | Nature of the transaction 聽 | Transfer of Ordinary Shares | |
(c) | Price(s) and volume(s) 聽 | Price(s) | Volume(s) |
拢0.00 | 20,714 | ||
(d) | Aggregate information 聽 路 Aggregated volume 聽 路 Price 聽 | 聽 聽 20,714 聽 拢0.00 | |
(e) | Date of transaction 聽 | 28 February 2019 | |
(f) | Place of transaction 聽 | On-market | |
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1 | Details of the person discharging managerial responsibilities / person closely associated 聽 | ||
(a) | Name 聽 | EJF Capital Limited | |
2 | Reason for the notification 聽 | ||
(a) | Position/status 聽 | A wholly-owned subsidiary of EJF Capital LLC | |
(b) | Initial notification/Amendment 聽 | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name 聽 | EJF Investments Ltd | |
(b) | LEI 聽 | 549300XZYEQCLA1ZAT25 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument 聽 Identification code 聽 | Ordinary shares of no par value 聽 聽 JE00BF0D1M25 聽 | |
(b) | Nature of the transaction 聽 | Transfer of Ordinary Shares | |
(c) | Price(s) and volume(s) 聽 | Price(s) | Volume(s) |
拢0.00 | 103,566 | ||
(d) | Aggregate information 聽 路 Aggregated volume 聽 路 Price 聽 | 聽 聽 103,566 聽 拢0.00 | |
(e) | Date of transaction 聽 | 28 February 2019 | |
(f) | Place of transaction 聽 | On-market | |
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ENQUIRIES
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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
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For the Company Secretary and Administrator Crestbridge Fund Administrators Limited EJFInvestors.jsy@crestbridge.com
+44 1534 835 600
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For the Broker
Numis Securities Limited David Luck d.luck@numis.com
+44 20 7260 1301
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About EJF Investments Ltd
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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聽1988聽and聽the聽Financial聽Services聽(Jersey)聽Law聽1998,聽as聽amended,聽against聽liability聽arising聽from聽the聽discharge聽of聽its functions under such聽laws.
The JFSC has not reviewed or approved this announcement.
LEI: 549300XZYEQCLA1ZAT25
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Investor information & warnings
The latest available information on the Company can be accessed via its website at www.ejfi.com.
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This communication has been issued by, and is the sole responsibility of, the Company and is for information purposes聽only.聽It聽is聽not,聽and聽is聽not聽intended聽to聽be聽an聽invitation,聽inducement,聽offer聽or聽solicitation聽to聽deal聽in聽the聽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聽and聽investors聽may聽not聽get聽back聽the聽full聽amount聽invested聽on聽disposal聽of聽shares聽in聽the聽Company.聽An聽investment聽in the聽Company聽should聽be聽considered聽only聽as聽part聽of聽a聽balanced聽portfolio聽of聽which聽it聽should聽not聽form聽a聽disproportionate part. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment聽decision.
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