Please read the important information below before continuing to access the presentation or any other information contained on this section of the website.
Intended audience
The presentation and any other information contained in this section of the website is reserved exclusively for existing holders of 2022 zero dividend preference ("ZDP") shares of no par value of EJF Investments Ltd, and"professional investors" within the meaning of Annex II to the Markets in Financial Instruments Directive 2014/65/EU ("MiFID II").
For persons that are resident of, or are present in, the United Kingdom, the presentation and any other information contained in this section of the website is reserved for "investment professionals" as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and/or in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, and any other persons to whom such communications may lawfully be made under such statutory instruments.
Persons of any other description should not view or act upon the information in the presentation or any other information contained in this section of the website.
The presentation and any other information contained in this section of the website is not intended or suitable for retail investors.
You represent and warrant that you fall within a permitted category of investor as described in this disclaimer.
Representation and confirmation
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DISCLAIMER – IMPORTANT
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY EJF INVESTMENTS LTD (THE "COMPANY") IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES (EXCEPT PERSONS WHO ARE BOTH (I) QUALIFIED PURCHASERS ("QPS") AS DEFINED IN RULE 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED; AND (II) "ACCREDITED INVESTORS" ("AIS", AND PERSONS WHO ARE BOTH QPS AND AIS, "ENTITLED QPS") AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, SOUTH AFRICA, THE EUROPEAN ECONOMIC AREA (THE "EEA") (WITH THE EXCEPTION OF THE REPUBLIC OF IRELAND) OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
This website is operated by the Company. The content of this website is provided for information purposes only and nothing contained in this website should be construed as (i) a legal agreement; (ii) a solicitation, offer or recommendation to acquire, dispose of or otherwise deal in any shares in any fund or any security, commodity, financial investment or derivative linked to or otherwise included in the Company or a portfolio managed by EJF Capital LLC ("EJF") or their respective affiliates; (ii) an invitation or inducement to engage in investment activity or a financial promotion of any kind; or (iii) investment, legal, tax or other advice. This website is not intended to provide, and you may not rely on this website as providing, a complete or comprehensive analysis of the Company's investment portfolio, investment strategies or investment recommendations. Investors should obtain professional advice before making any investment decision.
Viewing the materials and information (the "Information") on this website, as well as the dissemination of any of the Information may depend on applicable law or regulation. The Information is not directed at, or accessible by, persons or entities in any jurisdiction where the extension of availability of, or promotion of, the Information would be unlawful or prohibited under any applicable law or regulation. Investors should inform themselves of any laws, regulations and/or restrictions which are applicable to them and act accordingly. Any securities mentioned on this website are only offered in jurisdictions where their promotion and sale is permitted.
Past performance statements
The Information may contain historical market data; however, historical market trends are not reliable indicators of future market behaviour. Any historical investment results of any person or entity described in this material are not indicative of the future investment results. Such results are intended only to give potential investors information concerning the general experience of the relevant person or entity, and is not intended as a representation or warranty by the Company, EJF, their respective affiliates, or any other person or entity as to the actual composition of or performance of any future investments.
Forward-looking statements
The Information may contain or incorporate by reference information that includes or is based upon forward-looking statements. Forward-looking statements give expectations or forecasts of future events, and may be identified by the fact that they do not relate strictly to historical or current information. They use terms such as "anticipate", "estimate", "project", "intend", "plan", "believe", "will" and other terms of similar meaning, or are tied to future periods in connection with a discussion of future performance. Forward-looking statements are based on the Company's assumptions and current expectations, which may be inaccurate, or based on the current economic environment which is subject to change. Such statements are not guarantees of future investment results, and involve risks and other uncertainties which are difficult to predict. Results could differ materially from those expressed or implied in any forward-looking statements.
Status of the Information
Whilst reasonable care has been taken to ensure that the Information is accurate at the time of the last revision of this website, neither the Company, EJF, nor any of their respective directors, officers, employees or representatives accept any liability whatsoever for the accuracy or completeness of, not any responsibility or duty to update, the Information. The Information does not constitute due diligence reporting and the Company bears no responsibility for your investment research and/or investment decisions, nor will the Company be liable for any decision made or actions taken by you or others based on the contents of this document and neither the Company, its affiliates, nor any of their respective directors, officers, employees or representatives accept any liability whatsoever for any loss or damage of any kind and howsoever arising.
Locality
The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States (except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States), Australia, Canada, South Africa, the EEA (with the exception of the Republic of Ireland) or in any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada or South Africa . Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada or South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.
The materials may constitute "marketing" in the EEA under the Alternative Investment Fund Managers Directive (2011/61/EU), as amended ("EU AIFMD") and in the United Kingdom under the United Kingdom legislation implementing the EU AIFMD in force from 1 January 2021 ("UK AIFMD", together with the EU AIFMD, "AIFMD"). The materials are only addressed to and directed at investors in the United Kingdom and the Republic of Ireland where registrations for marketing have been made under AIFMD and not at investors in any other EEA jurisdiction.
In addition, in the United Kingdom the materials are only addressed to and directed at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended (including such regulation as it forms part of UK Law by virtue of the European (Withdrawal) Act 2018) ("Qualified Investors") and 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 (the "Order") and/or Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the "PCIS"), (ii) are persons who are high net worth entities falling within Article 49(2) of the Order and/or Article 22 of the PCIS and (iii) are persons to whom it may otherwise be lawful to communicate it (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which the materials relate is available only to relevant persons in the United Kingdom and will only be engaged with such persons.
In the Republic of Ireland, the materials are only addressed to and directed at Qualified Investors who are "professional investors" under the European Union (Alternative Investment Fund Managers) Regulations 2013 (the "AIFM Regulations") and the requirements of the Central Bank of Ireland. In accordance with regulation 43 of the AIFM Regulations, the intention to market to Professional Investors in the Republic of Ireland has been notified to the Central Bank of Ireland. Any investment or investment activity to which the materials relate is available only to such persons in the Republic of Ireland and will only be engaged with such persons.
The Company has appointed ACOLIN Fund Services AG, succursale Genève, 6 cours de Rive, 1204 Geneva, Switzerland, as its Swiss representative (the "Representative"). Banque Cantonale de Genève, 17 Quai de l’Ile, CH-1204 Geneva, Switzerland is the Swiss Paying Agent. In Switzerland shares shall be distributed exclusively to qualified investors. The fund offering documents, articles of association and audited financial statements can be obtained free of charge from the Representative. The place of performance with respect to shares distributed in or from Switzerland is the registered office of the Representative. The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948), as amended (the "FIEA"). Accordingly, the securities have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered to sold in Japan or to, or for the benefit of, a resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, FIEA and other relevant laws and regulations of Japan.
Neither the Company, nor its investment manager is making any representation with respect to the eligibility of any persons to acquire interests in the Company under the laws of Korea, including, but without limitation, the Foreign Exchange Transaction Act and the regulations promulgated thereunder. The Company has been registered as a foreign collective investment scheme under the Financial Investment Services and Capital Markets Act of Korea (the "FSCMA") and interests in the Company are being offered and sold in Korea only to professional investors prescribed by Article 301, Paragraph 2 of the Enforcement Decree of the FSCMA. None of the interests in the Company may be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea. Furthermore, interests in the Company may not be re-sold to Korean residents unless the purchaser of the interests complies with all applicable regulatory requirements (including, but not limited to, governmental approval requirements under the Foreign Exchange Transaction Act and its subordinate decrees and regulations) in connection with the purchase of the interests in the Company.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, South Africa, the EEA (with the exception of the Republic of Ireland) or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, South Africa or the EEA (with the exception of or the Republic of Ireland) or any other territory where to do so would breach applicable local law or regulation.
Confirmation of understanding and acceptance of disclaimer
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A "U.S. person" is:
any natural person resident in the United States;
any partnership or corporation organised or incorporated under the laws of the United States;
any estate of which any executor or administrator is a U.S. person;
any trust of which any trustee is a U.S. person;
any agency or branch of a foreign entity located in the United States;
any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and
any partnership or corporation if:
organised or incorporated under the laws of any foreign jurisdiction; and
formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in the rules of the U.S. Securities and Exchange Commission) who are not natural persons, estates or trusts.
IMPORTANT INFORMATION
You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by
persons located in the United States. However, persons located in the United States that make the below certifications can access
these materials. Please read the certifications below carefully and provide the information requested in order to access these materials.
If you cannot make the below certifications, please exit this page.
Certifications
"I am (i) a "qualified purchaser" ("QP") as defined in Rule 2(a)(51) of the United States' Investment Company Act of 1940,
as amended and (ii) an "accredited investor" ("AI", and as a person who is both a QP and an AI, an "entitled qualified purchaser")
as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
Further, if I am acting as a fiduciary or agent for one or more investor accounts, (a) each such account is an "entitled qualified purchaser",
(b) we have investment discretion with respect to each account, and (c) we have full power and authority to make, and do make, the representations,
warranties, agreements and acknowledgements herein on behalf of each such account."
"We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the U.S. Securities Act."
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