EJF Investments Ltd
Annual Report and Audited Financial Statements 2023
Contents
1
2023 Performance Highlights
2
Portfolio Summary
3–5
Corporate Summary
6
General Information
7–9
Chair’s Statement
10–13
Manager’s Report
14–17
Principal Risks and Uncertainties
18
The Board
19-20
The Manager
21–27
Corporate Governance Report
28–30
Directors’ Report
31–32
Directors’ Remuneration Report
33–37
Audit and Risk Committee Report
38
Statement of Directors’ Responsibilities
39-46
Independent Auditors’ Reports to the Members of EJF
Investments Limited
Audited Financial Statements
47
Statement of Comprehensive Income
48
Statement of Financial Position
49
Statement of Changes in Equity
50
Statement of Cash Flows
51–81
Notes to the Audited Financial Statements
82–83
Alternative Performance Measures
84–87
Glossary of Terms
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
1
2023 Performance Highlights
Performance
Total Return
1
2023: (7.27)%
2022
1
: 13.85%
Total Return since inception
1
79.32%
Delivered on Dividends
Dividends paid
2023: 10.7p
2022: 10.7p
Annualised Dividend Yield
1
2023: 10.5%
2022: 8.1%
Market View
Ordinary Share Price
2023: 101.5p
2022: 132p
2025 ZDP Share
2
Price
2023: 120.0p
2022
2
: 118.5p
Market Capitalisation
2023: £62.1m
2022: £80.7m
Asset Performance
Net Asset Value
2023: £98.0m
2022: £112.5m
NAV per Ordinary Share
1
2023: 160.0p
2022
1
: 184.0p
Share Price Discount to NAV per Ordinary Share
1
2023: 36.6%
2022
1
: 28.3%
Portfolio Investments
Securitisation & Related Investments
£83.3m
(31 December 2022:
£
104.7m)
Specialty Finance Investments
3
£10.3m
(31 December 2022:
£
15.0m)
US Treasuries
3
£3.4m
(31 December 2022:
£
1.5m)
US Bank Debt
£4.7m
(31 December 2022:
£
nil)
1
These are APMs as defined on pages 82 to 83.
2
2025 ZDP Shares mature on 18 June 2025.
3
Effective July 2023, US Treasuries were reclassified from ‘Specialty Finance Investments’ into a new category ‘US Treasuries’ to improve transparency. 2022
numbers have been reclassified for comparability purposes.
2
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Portfolio Summary
EJFI’s objective is to provide Shareholders with attractive risk
adjusted returns through regular dividends and capital growth
over the long term. EJFI generates exposure primarily to a
diversified portfolio of loans issued by financial institutions and
related or similar assets in the US, UK and Europe.
EJFI primarily invests in Risk Retention Investments in the
form of CDO Equity Tranches structured by an EJF affiliate,
providing levered exposure to a highly diversified portfolio of
securities issued by US banks and insurance companies.
CDOs are a securitisation product collateralised by a diversified
pool of loans, which for the Company are issued by US financial
institutions. A CDO is issued in several tranches with interest
and principal repayments being paid in sequence based on their
seniority in the structure. The Company invests in the CDO
Equity Tranches which are the most junior tranche ranking
below the debt tranches. This allows for the greatest level of
return opportunity.
Portfolio Overview as at 31 December 2023 (£ millions)
£0
£10
£20
£30
£40
£50
£60
£70
£80
£90
£100
CDO Equity
Tranches
CDO Manager
Interest
£95.2
£76.2
£8.1
£6.0
Mortgage
Servicing Rights
£11.2
£9.5
US Treasuries
£1.5
£3.4
Cash*
£11.0
£7.9
US Bank debt
£0.0
£4.7
Money Market
Fund
£0.0
£12.6
European Debt
Investments
£2.6
£0.8
TruPS CDO
£1.4 £1.1
Armadillo
Portfolio
£1.2 £0.0
Securitisations and Related Investments
Specialty Finance Investments
31 December 2022
31 December 2023
*Includes restricted cash
Cash and Cash
Equivalents
Key Portfolio Investments
CDO Equity Tranches
The investments in the equity tranches of 7 CDOs, via EJF
Investments LP, provide the Company with exposure to
underlying collateral comprising 347 debt instruments issued
by 255 US banks and 92 US insurance company unique issuers,
with a combined principal outstanding balance of $1.85 bn.
CDO Manager Interest
Through its 49% interest in the CDO Manager, which currently
manages 11 different CDO structures (including the 7 in which
the Company has invested) with an underlying AUM of
$2.99 bn, the Company receives regular streams of income that
rank senior in the cashflow waterfall of the CDOs.
Mortgage Servicing Rights
MSRs are a stream of regular and predictable servicing
income cashflows originally attached to US prime mortgages
underwritten to Fannie Mae & Freddie Mac standards. The
Company’s investments in MSRs via Seneca, which is fully
owned by EJF, services 5,626 mortgages with an unpaid
balance of $1.28 bn. Seneca uses a combination of capital
contributed by the Group and leverage to invest in MSRs.
Please refer to the Manager’s Report for a more detailed
description of the Portfolio.
Corporate Summary
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
3
Corporate Summary
Overview
The Company is a closed-ended investment company
incorporated with limited liability in the Bailiwick of Jersey
on 20 October 2016 under the provisions of the Companies
Law with registered number 122353 and is regulated as a
collective investment fund under the Collective Investment
Funds (Jersey) Law 1988. The Company’s registered office and
principal place of business is IFC1, The Esplanade, St. Helier,
Jersey, JE1 4BP, Channel Islands. The principal legislation
under which the Company operates is the Companies Law. The
Company’s capital comprises Ordinary Shares and 2025 ZDP
Shares admitted to trading on the SFS.
The Company does not have a fixed life. Under the Articles, on
or about each fifth anniversary of the Ordinary Shares being
admitted to trading on the LSE on 7 April 2017, a Continuation
Vote will be held. The first Continuance Resolution was passed
at the EGM on 5 May 2022. The next Continuation Vote will
take place, on or about 5 May 2027.
Investment Objective
The Company seeks to generate risk adjusted returns for
its Shareholders by investing, through its Subsidiary, in
opportunities created by regulatory and structural changes
impacting the financial services sector. These opportunities are
anticipated to include structured debt and equity, loans, bonds,
preference shares, convertible notes, Fintech debt securities
(including European debt securities) and private equity, in
both cash and synthetic formats issued by entities domiciled
in the US, UK and Europe. Investments consist primarily of
Securitisation and Related Investments and Specialty Finance
Investments. The Company seeks to generate sufficient
income to enable it to make quarterly dividend payments to
Shareholders in addition to targeting NAV growth.
The Company targets a Total Return of 8% to 10% per
annum and paid the Target Dividend for the year ended
31 December 2023 of 10.7 pence per Ordinary Share
(31 December 2022: 10.7 pence per Ordinary Share).
Purpose
The Company is an essential part of EJF’s overall strategy and
acts as a public vehicle to provide exposure to investments
in the equity tranches of EJF sponsored securitisations,
subject to Directors’ approval. The Manager believes that
through investments in niche asset classes, with a target of
making quarterly dividend payments and growing the NAV,
the Company offers attractive risk adjusted returns for its
Shareholders.
Strategy
The Company seeks to achieve its Investment Objective by
pursuing a policy of investing in a diversified portfolio of loans
issued by financial institutions and related or other assets in the
US, UK and Europe.
Values
To promote the long-term success of the Company through
responsible investing, focusing on the values of the Company
in a world with constantly evolving social and economic
demographics. We believe that a strong corporate governance
structure is crucial to the pursuit of this goal along with trusted
relationships with our advisors.
The Company’s detailed Investment Policy can be found
on pages 78 to 81 of its Prospectus, which is available on the
Company’s website, www.ejfi.com.
Structure
The Company has one subsidiary, EJFIH (incorporated in Jersey
on 9 June 2017), of which the Company owns 100% of the
issued capital.
The holding of assets via EJFIH allows the Company to manage
the upstreaming of portfolio income with greater flexibility and
cash flow management and conduct its affairs in accordance
with the criteria for the non-UK investment trust exemption to
the UK Unregulated Collective Investment Schemes and Close
Substitutes Instrument 2013.
Manager
The Company is externally managed by the Manager. EJF holds
100% of the voting rights in the Manager. EJF is an investment
adviser principally located in the US and registered as such with
the SEC and as a CPO and CTA with the CFTC.
To meet the requirements of Rule 206(4)-2 under the Investment
Advisors Act 1940, the Audited Financial Statements of the
Company have also been audited in accordance with US GAAS.
The Company has appointed the Manager to act as the AIFM for
the purposes of the AIFM Directive.
Corporate Summary
4
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Listing Information
As at 31 December 2023
Ordinary Shares
2025 ZDP Shares
ISIN
JE00BF0D1M25
JE00BK1WV903
SEDOL
BF0D1M2
BK1WV90
TICKER
EJFI
EJF0
Total Issued Shares at year end
76,953,707
19,273,903
Total Issued Shares Held in Treasury at year end
15,808,509
-
Total Issued Shares with voting rights at year end
61,145,198
-
As at 31 December 2022
Ordinary Shares
2025 ZDP Shares
ISIN
JE00BF0D1M25
JE00BK1WV903
SEDOL
BF0D1M2
BK1WV90
TICKER
EJFI
EJF0
Total Issued Shares at year end
76,953,707
16,996,857
Total Issued Shares Held in Treasury at year end
15,808,509
-
Total Issued Shares with voting rights at year end
61,145,198
-
Corporate Summary
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
5
Significant Events during the Year
Issue of 2025 ZDP Shares pursuant to the Placing
Programme
On 20 February 2023, the Company announced its intention
to issue further 2025 ZDP Shares pursuant to the Company’s
Placing Programme as detailed in the Prospectus.
On 27 February 2023, the result of the Placing of 2025 ZDP
Shares was announced with 2,277,046 2025 ZDP Shares to be
issued at a ZDP Placing Price of 119.78 pence per share, raising
gross proceeds of approximately £2.73 million.
Appointment of Joint Corporate Broker
On 5 April 2023, the Company announced the appointment
of Barclays Bank PLC as its joint Corporate Broker, alongside
Liberum Capital Limited.
AGM
The 2023 AGM was held on 13 June 2023. All resolutions tabled
were duly passed by Shareholders, including the re-election
of all the Directors to the Board, although of total votes cast,
22.05% were received against the re-election of Joanna
Dentskevich and 21.80% against the re-election of Nick Watkins
and Neal J. Wilson. The votes against the re-election of the
three Directors represented less than 10% of total issued shares,
substantially all of which were cast by a single Shareholder.
The UK Code notes that where a significant proportion of
votes have been cast against a resolution at a general meeting,
a company should explain what actions it has taken to
understand the reasons behind the vote. For these purposes,
the UK Code and the Investment Association consider 20%
or more of votes cast against a board recommendation for a
resolution as being ‘significant’.
The Chair consulted with the relevant Shareholder to better
understand their concerns, who indicated that the primary
reason for the vote against the three Directors was the ongoing
appointment of Neal J. Wilson as a Director of the Company
due to his role as CEO and co-chief investment officer of
the Manager and the potential for that to prejudice the
independence of the Company from the Manager.
As a result, the Management Engagement Committee
undertook a formal review of the Board’s composition and
best practice corporate governance, following which the
Board determined that it would be in the best interests of the
Company, its Shareholders and stakeholders for Neal J. Wilson
to retire as a Director of the Company and in so doing, bring
the Company into alignment with best practice corporate
governance.
Hedging Strategy
On 21 June 2023, the Company announced an update to
its hedging strategy. From May 2022 until the date of the
announcement, the Company had adopted a hedging strategy
which allowed the Manager flexibility to hedge foreign
exchange risk so that between 60% of US Dollar assets and the
final capital entitlement of the ZDP Shares could be hedged.
Following the strengthening of Sterling against the US Dollar
in June 2023, the Board approved the Manager’s request to
increase the upper hedging limit to 75% of US Dollar assets,
which the Manager may or may not elect to use.
Composition of the Board
On 25 August 2023, Neal J. Wilson retired from his role
as a Director of the Company. Following his retirement,
a replacement director was not sought with the Board
now comprising the three existing independent Directors.
Recognising the valuable skills and investment experience that
Neal J. Wilson brought, it was agreed that he should remain
on the board of the Subsidiary. Any conflicts of interest that
may arise at the level of the EJFIH board will continue to be
managed in accordance with the Group’s conflicts of interest
policies.
Reduction in Manager’s contribution to operating
expenses
On 22 December 2023, the Manager informed the Board that,
with effect from 1 January 2024, it would reduce its percentage
reimbursement of the Company’s recurring operating expenses
to 10% (down from 60% previously) and that this arrangement
will remain in place until at least 31 December 2024, or if earlier,
until the date on which the unaudited NAV of the Company
reaches £300 million.
6
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
General Information
The Board
Joanna Dentskevich (Chair)
Alan Dunphy
Nick Watkins
Neal J. Wilson
1
All c/o the Company’s registered office
Administrator and Company Secretary
BNP Paribas S.A., Jersey Branch
IFC1
The Esplanade
St. Helier
Jersey JE1 4BP
Channel Islands
Corporate Brokers & Financial Advisers
Liberum Capital Limited
Ropemaker Place
Level 12
25 Ropemaker Street
London EC2Y 9LY
UK
Barclays Bank PLC
2
1 Churchill Place
London
E14 5RB
Registrar
Computershare Investor Services (Jersey) Limited
13 Castle Street
St. Helier
Jersey JE1 1ES
Channel Islands
Legal Adviser to the Group
(as to Jersey law)
Carey Olsen Jersey LLP
47 Esplanade
St. Helier
Jersey JE1 0BD
Channel Islands
Websites
Company: www.ejfi.com
Manager: www.ejfimanager.com
Registered Office
IFC1
The Esplanade
St. Helier
Jersey JE1 4BP
Channel Islands
Manager
EJF Investments Manager LLC
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801-1120
US
Custodians
Citigroup Global Markets Inc.
390 Greenwich Street
New York City
NY 10013-2396
US
Citibank N.A.
399 Park Avenue
New York City
NY 10043
US
Independent Auditor
KPMG LLP
15 Canada Square
London E14 5GL
UK
Investor Screening/CDD Service
The ID Register
5th Floor Market Building
Fountain Street
St. Peter Port
Guernsey GY1 1BX
Channel Islands
1
Retired on 25 August 2023.
2
Appointed on 5 April 2023.
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
7
Chair’s Statement
Introduction
On behalf of the Board, I am pleased to present the Annual
Report for the year ended 31 December 2023.
2023 was dominated by a challenging macroeconomic and
geopolitical backdrop. Certain subsectors of the US banking
sector were very much in the spotlight as a result of several
highly significant events, including the failure of SVB and
Signature Bank, the US Government engineered and back-
stopped sale of FRB to JP Morgan and the voluntary liquidation
of Silvergate. Of the four banks, the Company’s only exposure
was to Silvergate and equivalent to less than 2.5% of the NAV
at that time on a look-through basis and prior to any recoveries.
In the last quarter of the year, the US banking sector staged a
comeback as the Fed signalled that it may not only be near the
end of its rate hiking campaign, but also potentially ready to cut
rates several times in 2024.
Due to the impact of these events on broader market sentiment,
the CDO Equity Tranches held by the Company recorded
material unrealised mark-to-market losses in the year. These
mark-to-market losses were also further influenced by the FDIC
auction of small bank debt assets seized from Signature Bank
which together resulted in the Company generating a Total
Return of (7.27)% for the year.
Despite these challenges, I am pleased to confirm that the
Company continued to pay dividends in line with its Target
Dividend as the underlying cashflows remained robust
notwithstanding lower valuations.
“. . . Despite these challenges, I am
pleased to confirm that the Company
continued to pay dividends in line
with its Target Dividend as the
underlying cashflows remained robust
notwithstanding lower valuations.”
Performance and Portfolio Activity
The underlying portfolio return component of Total Return
of (2.03)% during the year was primarily driven by losses
from Securitisation and Related Investments of (2.97)%. This
reflected a mark-to-market loss of (12.39)% on the CDO Equity
Tranches which was offset by a healthy 9.43% net return
largely from interest accruals. Elsewhere, the Speciality Finance
Investments as well as US bank debt exposure recorded modest
gains for the year. There have been no reported defaults further
to the Company’s limited look-through exposure to Silvergate,
where a meaningful recovery is currently anticipated in due
course.
Aside from the purchase of two US bank issued subordinated
debt instruments, the majority of the Company’s unrestricted
cash was placed into a money market fund to benefit from
the higher interest rate environment, awaiting deployment
for when appropriate opportunities arise. The Company also
exited two small European debt positions during the year and
exited its investment in the Armadillo portfolio (the Company’s
investment in law firm lending to fund mass tort litigation),
in line with its strategy, which was a pleasing outcome. The
US banking sector also experienced valuation declines for
much of 2023 following several highly significant events in
the sector, including the failure of four banks. As a result, no
new securitisation deals were underwritten during the year
in the market in which the Company operates and there were
accordingly no related investment opportunities presented to
the Company.
Given most of the Subsidiary’s investments are currently
denominated in USD, the Manager, under an approved
authority from the Board, hedges a portion of this exposure
to reduce the impact of overall FX movements which, as
a result of Sterling strengthening against the USD during
the year, limited FX losses to (2.56)% for the year. As at
31 December 2023, 56.2% of the underlying USD exposure was
hedged, with Board approval having been given in June 2023 to
increase the upper hedging limit from 60% to 75% of US Dollar
assets.
8
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Chair’s Statement
Corporate Activity
In January 2023, the Company announced that the
arrangement whereby the Manager absorbs 60% of the
recurring operating expenses (aside from management and
incentive fees) of the Company, would remain in place until
at least 31 December 2023 or, if earlier, until the date on which
the unaudited NAV of the Company reaches £300 million.
In December 2023, the Company further announced the
Manager’s decision to reduce this to 10% which is estimated
to have a negative impact on the Company in 2024 of
approximately 50bps of latest reported NAV at the time of
announcement in December 2023. EJF and its affiliated parties
who own approximately 25% of the Ordinary Shares will also be
impacted in the same way as other Shareholders. Such support
from a manager is rare in the investment company arena, and
notwithstanding the reduction, the Board has no doubts as
to the Manager’s ongoing high level of commitment to the
Company.
In February 2023, the Company announced the issue of
2,277,046 new 2025 ZDP Shares at a price of 119.78 pence per
share, raising gross proceeds of approximately £2.73 million.
Following this, a total of 19,273,903 2025 ZDP Shares are in
issue.
In April 2023, the Company appointed Barclays Bank PLC as its
joint Corporate Broker, alongside Liberum Capital Limited.
Share Price
The Board remains cognisant of the continued and significant
discount that the Ordinary Shares trade at relative to the NAV
per share and of the current widespread de-rating headwinds
experienced by many investment companies..
The Board, having consulted with the Manager, Shareholders,
and the Company’s Brokers, remain of the view that, given the
size of the Company, a share buy-back programme is currently
not in the best interests of the Company, notwithstanding
the accretion to NAV of such a transaction. However, such a
programme may be appropriate in the future and the Board
regularly reconsiders this topic along with others.
To try to address the discount, since the beginning of the
year, the Board has worked with the Manager and its advisers
on the initiatives mentioned below to increase general
market awareness of the Company and to provide regular
information to investors to facilitate greater understanding of
the opportunity the Company offers through its floating rate
exposure to US financial institution loans and related assets:
Providing timely market announcements in response
to events in the US and European banking markets
referencing the Company’s underlying exposure where
relevant.
Appointing Barclays Bank PLC as the joint Corporate
Broker of the Company to access a wider coverage of
investors.
Issuing a regular quarterly performance report to update
investors on the Company’s performance.
Committing to an investor relations programme with
regular updates and meetings with investors.
Principal Risks and Uncertainties
The Directors have carried out a robust review and assessment
of the emerging and principal risks and uncertainties facing the
Company, a summary of which, including any changes from
last year, can be found on pages 14 to 17.
Chair’s Statement
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
9
Outlook
Notwithstanding the pressures that the Company has faced as a
result of the banking turmoil in 2023, and ongoing geopolitical
and macro stresses, the Manager believes the US banking
system is now significantly more stable than at the height of the
volatility. The Manager also believes that the end of rate hikes,
as signalled by the Fed Funds Futures, likely reduces the tail
risk of a deep recession and greater than expected credit quality
deterioration for the banking sector, which naturally benefits
the Company.
“. . . Ultimately, I believe that these
events can be viewed as a real-life
liquidity stress test of the US banking
system, with almost all banks passing.”
Ultimately, I believe that these events can be viewed as a real-
life liquidity stress test of the US banking system, with almost
all banks passing. Furthermore, the US banking system is more
heterogenous than may first appear, and given the Company is
primarily exposed to smaller banks, which were less impacted
by last year’s events than certain regional banks and are
relatively insulated from various regulatory and economic
consequences, I am expecting 2024 to be a calmer year. Such
an outlook provides the conditions for what has hitherto been
strong performance to be re-established this year, with the
Company being well placed to take advantage given its healthy
cash balances.
The Company’s AGM is to be held on 6 June 2024 at the
Company’s registered address and the Manager will be hosting
a webinar on the Company’s performance on 28 March 2024.
The Board again expresses its thanks for the continued support
from its shareholders and, along with the Manager and the
Group’s advisers, looks forward to achieving positive returns for
its Shareholders during the coming year.
Joanna Dentskevich
Chair
Date: 27 March 2024
10
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Manager’s Report
Despite negative performance, during the year, underlying
cashflows remained robust, with losses being mainly as a
result of unrealised mark-to-market valuations, allowing the
Company to continue to meet its Target Dividend. The Total
Return for the year was (7.27)%
1
generating an annualised
Total Return since inception of 8.84%
1
, consistent with the
Company’s Target Return of 8-10% p.a.
US Bank Market Update
The US banking sector experienced valuation declines for much
of 2023. This was largely driven by fundamental concerns in
the aftermath of the rapid failures of SVB and Signature Bank,
the sale of FRB to JP Morgan and the voluntary liquidation of
Silvergate. It is our view that these failures were largely driven
by idiosyncratic events, and that, following heightened levels
of stress and fear during the middle of the reporting period, the
outlook had improved materially by the end of the year.
Indeed, the banking sector staged a dramatic comeback in the
fourth quarter as the Fed signalled that it may not only be near
the end of its rate hiking campaign, but also potentially ready
to cut rates several times in 2024. As a result, during 2023, the
10-year Treasury bond yield saw a peak to trough to end the
year at 3.88%. In addition, the Fed Funds Futures priced in
approximately three cuts for the full year 2024 with the first
cut fully priced-in for the July meeting. We believe that the
end of rate hikes likely reduces the tail risk of a deep recession
and greater than expected credit quality deterioration for the
banking sector, which naturally benefits the Company. Market-
based indicators of credit quality also improved meaningfully
during the fourth quarter as the CDX North America 5-year
High Yield Index tightened to 3.56%. This spread at the end of
December represented a dramatic reduction from the 5.17%
level seen at the end of October.
Over the course of the past six months, the largest 37 banks
in the US most impacted by the Basel III Endgame proposals
have argued that this potential regulation will make them less
competitive versus both international institutions and ‘shadow
banks’. Given the initially expected 10%-30% increase in capital
requirements for these institutions, the banks have begun
an extremely active lobby against the rule changes. In the
fourth quarter, a group of 39 Senate Republicans called on the
regulatory agencies to withdraw the proposals. They referenced
limited access to credit for millions of Americans from these
potential rules. Additionally, in early December, CEOs of the
largest banks spoke on Capitol Hill and urged Congress to push
for watered-down regulations to prevent a credit shift to non-
bank financial companies that do not face the same rules.
In our opinion, none of these proposed changes would have
impeded the historic deposit run seen at SVB in March 2023.
The combination of these items will likely have the effect
of slowing growth and reducing risk-taking at the largest
institutions. We believe that both small banks and shadow
banks will take share just as they did after the implementation
of Dodd Frank Act and Basel III regulations post the great
financial crisis.
As interest rates decline and normalise, we expect that bank
management teams will become more comfortable engaging
in transactions. The prospect of less upfront dilution in M&A
deals combined with greater confidence of a soft landing for
the US economy has the potential for robust dealmaking and
underpins some of the Company’s underlying exposures. In
December, for example, we noted the early signs of the capital
markets opening back up in the case of a community bank
recapitalisation as well as observing a mutual conversion to a
public stock company.
US Insurance Market Update
The US insurance sector enjoyed a steady fundamental
improvement and certain other positive developments during
much of the year. The life insurance sector generated a strong
equity market performance aided by fewer interest rate
movements. The concern around credit did not spike while
the concerns around commercial real estate have abated in
certain areas. We were also encouraged by recent personal line
developments due to higher rates and expect 2024 will provide
an adequate rates backdrop for most of the players in the
industry. Commercial lines remained mixed, especially in the
case of casualty lines. On the broker side, commercial insurance
pricing-power indicators appear steady, which bodes well for
the brokers. We are anticipating that the reinsurance tailwind is
largely exhausted at this point given that inflation is cooling and
more alternative capital is entering the market thus reducing
renewal rates, all else equal.
We are pleased to present our review for the year ended 31 December 2023 and our
outlook for 2024.
1
These are APMs as defined on page 82.
Manager’s Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
11
Portfolio Update and Investment Activity
Notwithstanding the unrealised mark-to-market losses on the CDO Equity Tranches, the Portfolio continues to perform in line with
expectations from an income yield perspective. Please see chart below for portfolio composition (£ millions) as at 31 December 2022
and 31 December 2023.
£0
£10
£20
£30
£40
£50
£60
£70
£80
£90
£100
CDO Equity
Tranches
CDO Manager
Interest
£95.2
£76.2
£8.1
£6.0
Mortgage
Servicing Rights
£11.2
£9.5
US Treasuries
£1.5
£3.4
Cash*
£11.0
£7.9
US Bank debt
£0.0
£4.7
Money Market
Fund
£0.0
£12.6
European Debt
Investments
£2.6
£0.8
TruPS CDO
£1.4 £1.1
Armadillo
Portfolio
£1.2 £0.0
Securitisations and Related Investments
Specialty Finance Investments
31 December 2022
31 December 2023
*Includes restricted cash
Cash and Cash
Equivalents
Securitisation and Related Investments represented approximately 68.0% of the Group’s assets as at 31 December 2023. Of which:
CDO Equity Tranches represented approximately 62.2% with underlying exposure to debt issued by US banks and insurance
companies and are managed by an affiliate of EJF.
As at 31 December 2023, through its seven investments in CDO Equity Tranches, the Company has exposure to 347 debt
instruments issued by 255 banks and 92 insurance companies, of which 157 banks and 35 insurance companies were unique
issuers.
The remainder of the Securitisation and Related Investments portfolio consisted of the CDO Manager interest (the entity that
earns management fees for providing collateral management services to various CDO structures) and a TruPS CDO which
represented approximately 4.9% and 0.9% of the Group’s assets, respectively.
A summary of underlying collateral diversification is provided below, along with forward projected returns analysis:
Equity Tranche Investments as of 31 December 2023
October 2017
May 2018
December 2018
March 2019
December 2019
TFINS 202
September 2020
TFINS 202
December 2020
Equity Tranches amount ($ million)
Estimated return profile
Yield to Call
2
/ Maturity (%)
Yield to Call
2
/ Maturity
including management fee
income (%)
Collateral overview
(on closing date)
TruPS, senior, subordinated and surplus
notes issued by US banks
and insurers.
Insurance companies
Banks
CDO structure
Original collater
Initial implied rating
3
Initial leverage ratio
4
Other key terms
Non call/
Legal final deadline
Auction call
Senior collateral management fee (bps)
1.
Estimated returns are as of 31 December 2023 and they reflect the fair valuation of the bonds. Estimated returns assume, among other things, no delinquency, deferral or other non-
payment by collateral, and do not include cash flows previously received. Prepayments are estimated by EJF based on past experience and judgements. Any changes in cash flows can
materially impact returns. There can be no assurances that the estimated returns will be realised as portrayed in this document and investors should place no reliance on such estimated
returns in making any investment decision. Estimated returns are targets only and not a profit forecast. This information is intended to be illustrative only and is not designed to predict the
future performance of the Company or its investment portfolio.
2.
Call assumed to be in 5 years from yield calculation date on a rolling basis.
3.
Implied Ratings are as of issuance by the engaged nationally recognised statistical rating organisation. Ratings are subject to change and may not reflect current creditworthiness
of issuer.
4.
Initial leverage ratio calculated as par value of debt tranches over par value of underlying collateral less par value of debt tranches.
8.1
13.4
13.2
12.7
13.6
17.5
13.9
15.6 / 10.3
353.0
Ba1
4.3x
537.8
Baa3
6.7x
313.9
Baa3
4.6x
338.4
Ba1
5.8x
282.9
Ba2
4.5x
177.2
Ba3
5x
Passed/
Oct 2028
Jul 2041
30
30
Passed/
July 2028
Apr 2040
20
Passed/
Nov 2027
Feb 2039
351.0
Baa3
5.7x
14.0 / 10.0
8.6 / 7.0
9.4 / 7.8
15.6 / 9.9
14.2 / 10.9
18.5 / 13.6
19.6 / 14.5
14.9 / 11.4
16.3 / 10.5
9.3 / 7.6
15.8 / 10.4
14.7 / 10.4
10.0 / 8.3
20
Passed/
Feb 2026
Feb 2039
20
Passed/
Dec 2026
Sept 2039
20
Passed/
Mar 2026
Mar 2039
10
Passed/
Sept 2025
Sept 2039
Manager’s Report
12
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Geographic Diversification of Bank and Insurance Debt Exposure
Below is a summary of geographic diversification of US bank and insurance company debt based on the headquarters of the
underlying collateral issuers in the 7 CDO Equity Tranches held by the Company as at 31 December 2023:
Specialty Finance Investments represented approximately 8.4% of the Group’s assets as at 31 December 2023. Of which:
MSRs represented approximately 7.7% of the Group’s assets as at 31 December 2023.
o
MSR exposure represents a stream of servicing income attached to mortgages originated in the US, producing regular and
predictable cash-flows via an investment managed by Seneca (which is fully owned by EJF). Seneca uses a combination
of capital contributed by the Group and leverage to invest in MSRs originally attached to prime mortgages underwritten
to Fannie Mae and Freddie Mac standards.
One small European debt investment represented approximately 0.7% of the Group’s assets as at 31 December 2023.
During the year, the Company successfully exited its investment in the Armadillo portfolio, in line with its strategy. Further,
the Company also exited two small European debt positions during the year.
US Treasuries represented approximately 2.8% of the Group’s assets as at 31 December 2023.
Effective July 2023, US Treasuries have been reclassified from ‘Specialty Finance Investments’ into a new category ‘US
Treasuries’ to improve transparency.
The Group acquired further small US Treasury positions during the year and at year end holds 5 US Treasury positions which
are intended to partially hedge MSRs in recognition of the changing interest rate environment.
US bank debt represented approximately 3.8% of the Group’s assets as at 31 December 2023.
In June 2023, the Company purchased two subordinated debt instruments issued by two US banks at near double-digit yields
for a total of £4.7m. They were acquired at an FDIC auction to utilise cash in an area well known to the Manager and consistent
with the Company’s investment mandate.
Insurance Issuers
Bank Issuers
# Bank
Issuers
# Insurance
Issuers
Total
Issuers
TFINS 2017-2
25
11
36
TFINS 2018-1
55
6
61
TFINS 2018-2
42
12
54
TFINS 2019-1
28
13
41
TFINS 2019-2
34
19
53
TFINS 2020-1
45
18
63
TFINS 2020-2
26
13
39
35
Insurance Issuers
$473m
157
Bank Issuers
$1,381m
Manager’s Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
13
In January 2024, the Group sold one of its two US Bank debt
investments to take liquidity and record a small gain. In the
month of March 2024, the Group entered into a cross-trade
transaction with several affiliated fund entities managed by
EJF, purchasing mezzanine debt notes of affiliated CDOs for
approximately $5.5 million. The transaction was executed in
accordance with EJF’s internal policy and was reviewed and
approved by the Board of the Company. The cross-trade and
trade price was also approved by the independent governing
bodies of all the affiliated fund entities.
Risk Management
We believe the Portfolio contains a selection of diversified
borrowers within the context of its financial institution
focussed mandate. The Manager’s credit team conducts regular
surveillance on issuer financial and business profiles and the
broader portfolio and there were no defaults during the year on
the underlying securitisation collateral positions.
We do note that the Company has exposure to Silvergate which
went into voluntary liquidation in March 2023. However, we
currently expect a meaningful recovery from this exposure in
due course.
The Group’s base currency is denominated in Sterling
although most of the Group’s investments are denominated
in USD. Under an approved authority from the Board, we
hedge a portion of this exposure. These hedges helped
reduce the impact of overall FX losses during the year. As at
31 December 2023, USD 85.3m of approximately USD 151.8m
exposure was hedged. This hedge helped to reduce the impact
of GBP strengthening against USD, generating an overall net FX
loss (including a loss incurred at EJFIH level) of (2.56)% for the
year.
Outlook
2023 was undoubtedly a volatile year, particularly the first three
quarters of the year. However, we note there have been no
recent failures in the broader US banking system and consider
the banking environment at year end, and since that time, to be
far more stable. The events in the first half of the year may be
regarded as a real-life liquidity stress test, with almost all banks
passing. Regulation may ensue in the US banking space to the
benefit of creditors in some circumstances.
Specifically in relation to the Company, in the vast majority
of cases we believe that the unrealised mark-to-market
losses booked during the year were reflective of broader
market sentiment and illiquidity. As such, we anticipate a
gradual return to the otherwise strong performance that has
characterised the Company since launch.
Post year end, banking sector performance remained uneven
as New York Community Bank’s (“NYCB”) struggles continued
to dominate headlines. NYCB announced cutting its dividend,
reducing earnings guidance, a material weakness in internal
controls as well as a change of CEO. In March 2024 NYCB
received over $1bn equity capital investment from firms led by
former Treasury Secretary Steven Mnuchin, which we consider
as stable capital. We see this as positive news in light of all of
NYCB’s recent announcements and believe this should ease
concerns about NYCB’s capital levels. EJFI’s current combined
exposure to NYCB is equivalent to less than 2.5% of the
Company’s NAV on a look through basis.
We believe that the end of rate hikes likely reduces the tail risk
of a deep recession and greater than expected credit quality
deterioration for the US banking sector. Furthermore, a lower
normalised rate environment and healthy credit backdrop
should allow small and medium sized banks to exceed
expectations with regards to loan growth and capital levels.
Given a potential 10% - 30% increase in capital requirements
from Basel III Endgame proposals for banks greater than
$100 billion in assets, the Manager believes that a share shift
opportunity remains for small and medium-sized banks.
Additionally, banks with less than $10 billion of assets will have
no obligation to pay the FDIC special assessment charge to the
deposit fund that was caused by the failures of SVB, Signature
Bank and FRB earlier in the year.
14
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Principal Risks and Uncertainties
Principal Risks, Uncertainties and Emerging Risks
The Principal Risks of the Company are those risks, or a combination thereof, that the Directors believe may materially threaten the
Company’s ability to meet its Investment Objective, solvency, liquidity or viability.
Risks faced by the Company include (but are not limited to) strategic risk, financial risk, investment risk, compliance risk and
operational risk, as summarised in the Prospectus on pages 9 to 49.
In determining the Principal Risks, a robust assessment of all risk factors that the Directors believe the Company is exposed to has
been performed. During the year, the Manager and the Directors monitor for any new uncertainties and emerging risks that may
have arisen which, if manifested, will be considered within the existing risk framework. The Board have recognised the additional
geopolitical pressures arising from the ongoing Russia-Ukraine war and the Israel-Hamas war and the potential outcome of the US
election, the impact of which are considered within the Principal Risks identified below.
As at 31 December 2023, the Principal Risks that the Group faces, along with related mitigants and changes since last year, are set
out below.
Principal Risks: Strategic
Changes in the geopolitical and macro economic environment
Changes to global geopolitical and macro-economic conditions may adversely impact the Company’s investment performance, the
availability of investment opportunities, and the Manager’s ability to source and securitise investments, and prevent the Company
from meeting its Investment Objective.
Mitigants
The Manager evaluates and monitors the macro-economic,
geopolitical and market cycle risks it deems material to the
Investment Policy, both on an ongoing basis and ahead of
any new investment. The Manager can control the timing
of entry into investments and markets to ensure that the
Portfolio adheres to the Investment Policy and to manage the
aforementioned risks. The Board is kept informed on a regular
basis by the Manager and is also updated at quarterly Board
meetings.
Analysis and Change during the year
Although the Manager continues to see an attractive pipeline
of investments, the impact of inflation, the higher-for-longer
interest rate environment and geopolitical tensions continue
to have significant macro-economic implications for the global
economy and financial markets. The US banking sector also
experienced valuation declines for much of 2023 following
several highly significant events in the sector, including the
failure of four banks. As a result, no new securitisation deals
were underwritten during the year in the market in which
the Company operates and there were accordingly no related
investment opportunities presented to the Company.
Notwithstanding that the US banking system appears to have
stabilised toward the end of 2023 compared to what was the case
at the height of the volatility in the first half of 2023, the Directors
consider the residual risk to have increased during the year.
Principal Risks and Uncertainties
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
15
Changes in law, tax and regulation reduces investment opportunities or undermines the Group’s legal, tax or
regulatory structure
The Group is subject to regulations enacted by national and local governments, changes to which may reduce the investment
opportunities available or undermine or invalidate the tax, legal or regulatory rationale for the structure and make it difficult to
pursue the Investment Policy.
Mitigants
The Manager, along with the Company’s Financial Advisers,
Administrator and legal advisers, continually monitors and
evaluates the legal and regulatory horizon for any new or changes
to existing legislation and regulation that could potentially
invalidate the Investment Policy or the Group’s structure or impact
market practice.
The Board is kept abreast of any potential changes on a regular
basis through its committee and Board meetings and regular
communication with the Manager and advisers. In addition, the
Investment Policy allows the Company to pursue a wide variety of
investment opportunities. The Manager believes that a change in
administration post the US presidential and congressional federal
government elections scheduled for November 2024 would create
potential for a more favourable environment in respect of M&A in
the banking sector, which would benefit much of the underlying
exposure of the Company. The Manager is monitoring the
developments in this regard.
Analysis and Change during the year
As at the date of the Annual Report, the Directors have
not been advised of any expected changes in law, tax or
regulation that would materially impact the Investment
Policy or Group structure.
Therefore, the Directors believe there has been no material
change in the residual risk during the year.
Availability of cash for investment opportunities and payment of liabilities
The Company requires regular ongoing funding and available cash to be in a position to take full advantage of investment
opportunities as and when they arise, along with meeting liabilities as and when they fall due. The risk of the Company having
insufficient cash to meet investment opportunities continues to be a Principal Risk due to several factors:
(i)
the potential for the volatility of Sterling to require unencumbered cash to be used to meet margin calls on the currency hedge;
(ii)
the Ordinary Share Price discount to NAV and difficulty in raising capital;
(iii)
the complex nature of the underlying Portfolio may deter potential investors;
(iv)
the maturity of the 2025 ZDP Shares; and
(v)
the challenges that the UK listed investment companies sector is currently experiencing.
Mitigants
The Manager continually monitors the current and projected
cash flows required by the Company to meet its current and
future liabilities, including control over the timing of entry
into investments and expectations on when the Manager
may recommend calling and/or refinancing underlying
securitisations.
On a quarterly basis, the Manager produces for the Board a
working capital memorandum showing forecast balances
covering a period of at least 18 months which is also
supplemented every six months by appropriate scenario
analysis.
In addition, the Company continually seeks to improve the
discount of the share price to NAV and the liquidity of the
Ordinary Shares stock by working with the Corporate Brokers
and meeting investors to raise market awareness and explain the
Company’s strategy and investment thesis.
Analysis and Change during the year
With the upcoming maturity of 2025 ZDP shares in June 2025
as well as the pervasive pressure on investment companies’
share price, especially those in the alternatives sector, overall, the
Directors believe that the residual risk of this Principal Risk has
increased during the year.
Principal Risks and Uncertainties
16
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Dependency on the Manager
To successfully pursue its Investment Objective, the Company is dependent on the Manager and the Manager’s ability to retain
and recruit staff. The loss of a small number of key individuals in key roles at the Manager actively servicing the Company, could
adversely impact the ability of the Manager to meet the Investment Objective.
Mitigants
The Manager’s senior management team has a proven track
record, with strength and depth of relevant experience and
is recognised as an expert in its field. The Manager employs
experienced individuals and regularly reviews remuneration
levels against the employment market and the requirements
for skills and headcount. The Manager’s remuneration policies
are designed to strike an appropriate balance between short-
term and long-term rewards, alignment and retention. The
Manager is committed to retaining additional resources in key
operational areas.
Analysis and Change during the year
The Company continues to have no direct listed competitors
with a similar investment thesis. The Directors carried out their
annual due diligence visit of the Manager in November 2023
and held meetings with each key function to gain comfort over
their continued performance and operations. Notwithstanding
several changes in operational personnel at the Manager during
the year, the Directors reaffirm their positive view of the Manager
and believe that the senior management team, and the business,
is highly cohesive and aligned with the Company in pursuing its
Investment Objective.
The Directors believe there has been no material change in the
residual risk during the year.
Valuation
The nature of the Group’s investments make them inherently difficult to value compared to more liquid investments due to the
number of assumptions involved. Furthermore, a general market collapse, significant market volatility and/or a seizing-up of credit
markets may render it difficult to price certain investments with any degree of accuracy, or at all.
Mitigants
There is a stated valuation policy, reviewed and updated
periodically for all underlying investments, which is applied
by the Manager and the Administrator when preparing the
NAV. In most cases, the Manager obtains quotes from multiple
independent brokers to mark the securities. The Manager has
also appointed a recognised independent valuation agent to
provide comfort over the valuations derived from models
developed by the Manager where appropriate. From time
to time, the Manager may also commission independent
positive assurance reports on the valuation of the Company’s
portfolio, or certain positions within its portfolio. Following
the significant volatility in the US banking sector in first half of
the year, the Manager commissioned a report on the valuation
of several of its fund portfolios as at 30 June 2023, which also
covered a number of positions held by the Company.
The Manager has a valuation committee which meets monthly
to review the valuation of investments which feeds into the
NAV process. The NAV is prepared by the Administrator on a
monthly basis, which is then reviewed and approved by the
Manager and the Directors.
Analysis and change during the year
The Group’s core investment allocation continues to be focused
on Risk Retention assets which are inherently difficult to value
compared to more liquid investments. The Manager believes
that the unrealised mark-to-market losses recorded during the
year relate to a catch-up of broader market sentiment and a
recommencement of limited trading activity post the banking
market stress seen in the first half of the year. These unrealised
mark-to-market losses accordingly reflect a lag between market
events and illiquid asset prices and are expected to be of a
temporary nature.
The Directors believe there has been no material change in the
residual risk during the year.
Principal Risks and Uncertainties
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
17
Principal Risks: Investments
Credit Risk
The value of the Group’s investments may be impacted by adverse credit events with recovery of initial investments being lengthy
and uncertain.
Mitigants
The Manager carefully assesses the credit risks of every
investment, including the underlying collateral held in the
securitisation vehicles. Assessments of credit risk are derived
from various credit analyses, market and macro conditions
and underwriting stress scenarios. The Manager conducts
regular credit surveillance on the portfolio of investments and
underlying collateral in the securitisation vehicles, which are
well diversified.
Analysis and change during the year
The Group’s investment allocation continues to be focused on
Risk Retention assets, with credit analysis focusing on underlying
collateral in the securitisation vehicles. The US banking sector
experienced valuation declines for much of 2023. This was
largely driven by fundamental concerns in the aftermath of the
rapid failures of SVB and Signature Bank, the sale of FRB to JP
Morgan and the voluntary liquidation of Silvergate. There have
been no reported defaults. The US banking system appears to
have stabilised towards the end of 2023 compared to what was
the case at the height of the volatility in the first half of 2023.
The Directors believe there has been no material change in the
residual risk during the year.
Principal Risks: Operational
Dependency on service providers
The Company is dependent on the ability of all its service providers for the successful management and administration of the
Company’s affairs. This includes a reliance on the strength of their internal controls, their ability to retain and recruit sufficient
appropriately qualified and experienced staff as well as cyber security, data protection and business continuity planning.
Mitigants
The Company’s service providers are selected through a
process based on recommendation and their experience and
ability to meet the Company’s requirements. The Board is in
regular contact with the Administrator and Manager to ensure
that the policies and procedures implemented are appropriate
and effective and meet regularly to review the service level.
The Board has established a Management Engagement
Committee which reviews the performance of all key service
providers on an annual basis.
Analysis and change during the year
All service providers continue to be reviewed to ensure that the
Company’s service requirements and objectives continue to be
fully met.
As a result, the Directors believe there has been no material
change in the residual risk during the year.
Emerging Risks and Uncertainties
The Directors have not identified any emerging risks or additional uncertainties.
18
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
The Board
Joanna Dentskevich
Non-executive Chair
Appointed in 2017
Considered to be
independent
Skills & experience
Joanna Dentskevich has over 35 years of finance, risk and
investment banking experience gained in London and Asia.
She started her career in 1986 in the financial services group
of a London accountancy firm before moving into investment
risk at Bankers Trust. Prior to moving to Jersey in 2008, she
was director of risk at Deutsche Bank and Morgan Stanley and
chief risk officer and a co-founder of a London based systematic
hedge fund. Joanna sits on the board of a number of regulated
investment companies and financial institutions.
Committees
Audit and Risk Committee
Management Engagement Committee
Other public appointments
GCP Asset Backed Income Fund Ltd
Executive appointments
None
Nick Watkins
Non-executive Director
Appointed in 2017
Considered to be
independent
Skills & experience
Nick Watkins started his career as a corporate tax lawyer with
Dechert LLP in London in 1997. He is currently a partner and
director of Altair Partners Limited, which provides independent
directors to funds and regulated entities. Prior to joining Altair
in 2014, he was global head of transaction management for
Deutsche Bank’s Alternative Fund Services division in Jersey
and prior to that was assistant managing director and senior
in-house legal counsel at Citco in the Cayman Islands. Nick is a
qualified solicitor in England and Wales.
Committees
Audit and Risk Committee
Management Engagement Committee (chair)
Other public appointments
None
Executive appointments
Altair Partners Limited
Alan Dunphy
Non-executive Director
Appointed in 2016
Considered to be
independent
Skills & experience
Alan Dunphy has over 25 years of experience in the
offshore financial industry moving to Jersey in 1998 to
join the Assurance and Business Advisory Division of
PricewaterhouseCoopers. Since 2014 Alan has worked for
Altum Group as a director on fund and corporate client
structures before which he was managing director of fund
management group Bennelong Asset Management for 8 years.
Prior to this Alan was a director of Capita Fiduciary Group and
also worked at Abacus Financial Services Group. Alan is a fellow
of the Institute of Chartered Accountants in Ireland.
Committees
Audit and Risk Committee (chair)
Management Engagement Committee
Other public appointments
None
Executive appointments
None
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
19
The Manager
The key employees of EJF involved with the Company are listed below:
Peter Stage
Co-Chief Investment Officer
of the Manager and member of
the Investment Committee
Skills & experience
Peter Stage joined EJF in 2013 and is a member of the Executive
Committee. Peter is responsible for identifying investment
opportunities in the European fixed income, equity and
private markets with a focus on the banking sector. Peter was
previously Head of Credit Research at F&C Asset Management
(“F&C”) where he also analysed the banking sector. Prior to
joining F&C in 2008, Peter was head of credit at Gordian Knot
Limited, an investment management company, which he
joined in 1998 as a bank analyst.
Peter holds a BA in Economics from the University of
Manchester.
Omer Ijaz
Member of the
Investment Committee
Skills & experience
Omer Ijaz serves as a Senior Managing director, Portfolio
Management, at EJF. Omer joined EJF in 2011 and oversees the
structured product strategy. Omer specialises in the specialty
finance, insurance, and banking sectors, and currently leads
the credit analysis and trust preferred CDO structuring for the
insurance and bank TruPS team as well as the structuring for
bank subordinated debt CDOs.
Omer has spearheaded twelve EJF sponsored securitisations,
totalling approximately US$3.8 billion. Omer also manages
the investments of legacy TruPS CDOs and some corporate
debt. Omer came to EJF from Merrill Lynch, where he was
employed as a summer research analyst in the Global Private
Client Division. Prior to his time at Merrill Lynch, he worked for
Citibank N.A. and Muslim Commercial Bank. Omer earned a BA
in Business Economics from the College of Wooster.
Neal J. Wilson
CEO and Co-Chief Investment
Officer of the Manager and
member of the Investment
Committee
Skills & experience
Neal J. Wilson is a founding member of EJF and serves as
its co-chief executive officer and as a co-chief investment
officer of EJF’s private markets products. Neal also serves as a
member of EJF’s Risk Committee, Valuation Committee and
ESG Committee. Prior to forming EJF, Neal served as a senior
managing director for both the Alternative Asset Investments
and Private Wealth Management groups at FBR. 
Prior to
joining FBR, he was a senior securities attorney at Dechert
LLP and a Branch Chief in the Division of Enforcement at the
US Securities and Exchange Commission in Washington, D.C. 
Neal is a member of the Milken Institute’s Council on Inclusive
Capitalism in Asset Management.
He served on the Boards of Trustees of Sidwell Friends
School (Washington, D.C.) and Hood College for five and nine
years, respectively. 
He chaired the endowment investment
committee at Hood during his entire tenure on the Board and
served on the endowment investment committee of Sidwell
Friends for over 10 years. 
He also served as a member of the
Board of Trustees for the Montgomery County (Maryland)
Public Schools Employee Pension for nine years until 2013
and in 2014 received a Distinguished Service Award from
Montgomery County for his contributions. 
He received his BA
from Columbia University and his JD from the University of
Pennsylvania.
The Manager
20
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Jay Ghatalia
Finance Director
of the Manager
Skills & experience
Jay Ghatalia joined EJF in 2023 and is responsible for operations
and finance functions. Prior to joining EJF, he spent 2 and a
half years at Intermediate Capital Group PLC (‘ICG’), managing
finance and operations for private funds in their Strategic
Equity and LP Secondaries strategies. Prior to ICG, he spent
9 years in public accounting firms, PricewaterhouseCoopers
and KPMG managing assurance and advisory engagements for
clients across financial services and latterly focusing on both
listed and private alternate investment funds.
Jay is a Chartered Accountant (Institute of Chartered
Accountants of India) and holds a Bachelor of Commerce
degree from University of Mumbai.
Emanuel J. Friedman
Member of the
Investment Committee
Skills & experience
Emanuel Friedman co-founded EJF, a global institutional
alternative asset management firm that has been at the
forefront of regulatory, event-driven investing in financials and
real estate. 
Over the course of his 40+ year career in capital
markets and asset management, Mr. Friedman has structured
and built numerous innovative investment strategies that have
focused on some of the most powerful trends in the financial
sector driven by regulatory change.
Prior to forming EJF, Emanuel was a founder and the former
co-chairman and co-CEO of FBR. 
At FBR, Emanuel assisted in
designing property and mortgage REIT vehicles. 
Throughout
the 1990s, Emanuel was active in building out FBR’s alternative
asset management platform. 
He was instrumental in the
creation of hedge, private equity and venture capital funds at
FBR, and maintains an extensive network of contacts within
the CDO, hedge fund and private equity fund communities.
He received his BA in Education from the University of North
Carolina at Chapel Hill and his JD from Georgetown University.
Jason Ruggiero
Member of the
Investment Committee
Skills & experience
Jason Ruggiero joined EJF at its founding in 2005 and is a
member of the executive committee. Jason serves as the
primary portfolio manager for EJF’s equity focused strategies as
well as the co-chief investment officer for EJF’s capital markets
products. Jason also serves as a member of EJF’s risk committee
and ESG committee. Jason currently serves on the board of
directors of Arlington Food Assistance Center and formerly
served on the board of directors of FB Corporation in St. Louis,
Missouri and TIG Bancorp in Denver, Colorado. He also formerly
served as a member of the JMU College of Education Executive
Advisory Council. Prior to joining EJF, Jason was an equity
trader in FBR’s Alternative Asset Investment Group, where
he assisted Emanuel Friedman in the day-to-day operations
of FBR Ashton, L.P., a long/short hedge fund. In 2004, Jason
assumed co-portfolio manager responsibilities for FBR Ashton,
L.P. Before joining FBR, Jason was an auditor for Deloitte and
Touche in Washington, D.C., where he focused on the financial
services industry.
He holds a BBA in accounting from James Madison University
and an MBA in finance from the University of Maryland.
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
21
Corporate Governance Report
Corporate Governance Compliance
Statement
The Company’s shares are traded on the SFS and therefore the
Listing Rules, applicable to companies admitted to the Official
List of the FCA, do not apply to the Company. The Directors
are however committed to the application and practice of
high standards of corporate governance and the Company has
voluntarily adopted certain provisions of the Listing Rules as
detailed on page 63 of the Prospectus.
The Directors recognise the value of the UK Code and have
also considered the principles and recommendations of the
AIC Code. The AIC Code addresses all the principles set out in
the UK Code, as well as setting out additional principles and
recommendations on issues that are of specific relevance to
the Company as an investment company. This statement
outlines how the principles of the UK Code, which can be found
at www.frc.org.uk, and the principles of the AIC Code were
applied throughout the financial year. The AIC Code provides a
framework of best practice for investment companies and can
be found at www.theaic.co.uk.
The Directors consider that reporting in line with the principles
and recommendations of the AIC Code will provide better
information to Shareholders. Consequently, throughout the
year ended 31 December 2023, the Company complied with the
provisions of the UK Code and the recommendations of the AIC
Code, with the exception of:
The role of chief executive: The Board considers that the
post of chief executive is not relevant for the Company,
being an externally managed investment company.
The appointment of a senior independent director:
Given the size and composition of the Board, it is not
felt necessary to appoint a senior independent director.
However, should a situation arise where it is felt necessary
to appoint a senior independent director, the Chair of the
Audit and Risk Committee will perform the role.
Internal audit function: The Board has reviewed the need
for an internal audit function and due to the size of the
Company and the delegation of day-to-day operations to
regulated service providers, an internal audit function is
not considered necessary. The Directors will continue to
monitor the systems of internal controls in place in order
to provide assura
nce that they continue to operate as
intended.
Executive directors’ remuneration: All the Company’s
day-to-day management and administrative functions are
outsourced to third parties (subject to appropriate systems,
controls and oversight). As a result, the Company has no
executive directors, employees or internal operations and
is not required to comply with the principles of executive
directors’ remuneration.
Committees: Given the size of the Board, it is currently
considered that it would be unnecessarily burdensome
to establish separate nomination and remuneration
committees, therefore such committees have not been
established and these matters are reserved for the Board.
Tenure and Succession: It is the intention of the Board to
establish a nomination committee, when required, to lead
the process for an orderly Director succession.
The Chair of the Board is a member of the Audit and Risk
Committee: Given the size of the Company and that the
Chair is considered to be independent, the Board believe
this is appropriate.
The Board has engaged the Company Secretary, BNP Paribas
S.A., Jersey Branch, to provide company secretarial services to
the Company and to support the Board and its committees to
ensure procedures are followed as well as to advise the Board
on governance related matters.
Board Composition and Director
Independence
At 31 December 2023, the Board comprised three non-executive
Directors, all of whom are independent, whose biographies are
disclosed on page 18. The Company has no executive directors
or any employees.
The Board assesses and reviews the independence of each
Director with respect to the AIC Code annually, having regard
to the potential relevance and materiality of the Director’s
interests and relationships.
Matters Reserved for the Board
The Board meets at least quarterly to review the overall
business of the Company and to consider matters specifically
reserved for its attention. At the quarterly meetings, the
Directors review the investment performance of the Company
and its activities to ensure it adheres to the Investment Policy.
Additional ad-hoc reports are received as required and the
Directors have access at all times to the advice and services of
the Company Secretary. Once a year, the Board also considers
the remuneration of the Directors as a separate remuneration
committee has not been established. Representatives of the
Manager are invited to attend Board meetings on at least a
quarterly basis.
The Board monitors the level of the Ordinary Share Price
premium or discount to NAV to determine what action is
desirable, if any.
During the year, all Directors attended formal training sessions
provided by professional firms and other recognised providers
in order to remain up to date with all relevant corporate
governance, regulatory and market issues.
The Board and relevant personnel of the Manager acknowledge
and adhere to the MAR and the Board has adopted procedures
in relation to the management, identification and disclosure of
inside information and share dealing in accordance with MAR.
Corporate Governance Report
22
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Tenure and Succession
The Board’s policy regarding tenure of service balances
the need to provide and maintain continuity, knowledge,
experience and independence, against the need to periodically
refresh the Board composition in order to maintain an
appropriate mix of the required skills, experience, age, length of
service and diversity.
In accordance with the AIC Code, where a Director has served
for more than nine years from the date of first appointment,
the Board will review and explain whether that Director can
continue to be considered independent albeit that the Board
does not consider that lengthy service necessarily undermines
a Director’s independence nor that each Director, including the
Chair, should serve for a finite fixed period.
There is no separate succession plan for the Chair. Succession
of the Chair will be considered in the same manner as
other Directors at all times ensuring their independence is
maintained.
The Articles include provisions for retirement of directors and
eligibility for re-appointment to the Board. In addition, and
in line with the AIC Code, the Board has determined that all
Directors will retire and seek re-election on an annual basis. Any
Director not re-elected would resign.
To ensure an orderly succession of directors to the Board, and
to allow appropriate recommendation for each director’s re-
election to the Board and committees, the Directors will review
the composition of the Board and its committees on an annual
basis, taking into account the Company’s Tenure & Succession
Policy and each Director’s performance, effective contribution
and ability to meet the ongoing commitments of the
Company and the reasons why their continued appointment
is considered to be important to the long-term sustainable
success of the Company.
All Directors were subject to re-election at the Company’s
AGM held on 13 June 2023 and were duly re-elected. On
25 August 2023, Neal J. Wilson retired from his role as a Director
of the Company.
Diversity
The Directors recognise the benefits and effectiveness that
diversity, including gender, age, professional experience
and cultural background, brings to the Board and its
committees and have a strong commitment to ensuring a
correct balance of knowledge, experience and independence.
Board appointments are based on merit as well as being an
appropriate fit for the Company.
At 31 December 2023, the Board comprised one female and two
male Directors. As the Company has no employees there is no
further requirement to report in respect of diversity quotas.
The below tables set out the Board’s current composition and
provides a comparison against the targets prescribed by Listing
Rule 9.8.6R (9)(a).
Number of
board members
Percentage
of the Board
Senior positions on the board
(CEO, CFO, SID and Chair)*
Men: 2
67%
Audit and Risk Committee chair –
Alan Dunphy
Management Engagement Committee
chair – Nick Watkins
Women: 1
33%
Chair – Joanna Dentskevich
Not specified/
prefer not to say
N/A
N/A
Number
of board
members
Percentage
of the board
Senior positions on
the board (CEO, CFO,
SID and Chair)*
White British or other
White (including
minority-white groups)
3
100%
Chair –
Joanna Dentskevich
Audit and Risk
Committee chair –
Alan Dunphy
Management
Engagement
Committee chair –
Nick Watkins
Mixed/Multiple Ethnic
Groups
Nil
N/A
N/A
Asian/Asian British
Nil
N/A
N/A
Black/African/
Caribbean/Black British
Nil
N/A
N/A
Other ethnic group,
including Arab
Nil
N/A
N/A
Not specified/ prefer
not to say
Nil
N/A
N/A
* The Company does not have executive management.
It is noted that at present only 33% of the Board is female, which
is below the target of 40% prescribed by Listing Rule 9.8.6R (9)
(a). The role of Chair of the Board, being a senior position, is held
by a woman. The Board is mindful of the requirement to have
at least 40% female representation on its Board, and alongside
knowledge and expertise, this will be considered when the
Board next recruits.
At present none of the Board members are from minority
ethnic backgrounds which is below the target of one, prescribed
by Listing Rule 9.8.6R (9)(a). The Board is mindful of this and
alongside knowledge and expertise, this will be considered
when the Board next recruits.
The Board seeks to uphold the highest standards of
professionalism and corporate governance and embraces
diversity. It therefore expects the same from its service
providers.
Corporate Governance Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
23
Over-boarding
As a member of the AIC, the Company reports against the
principles and provisions of the AIC Code, as endorsed by
the FRC and the Jersey Financial Services Commission
and considers by doing so it provides better information to
Shareholders on specific relevance to investment companies.
Principle H of the UK Code states that non-executive
directors should have sufficient time to discharge their Board
responsibilities.
As an investment company, the Directors consider the
Company to demand less time commitment than would be
required of an executive of an operating company and that it
is not appropriate to have a formulaic approach to assessing
whether a Director is able to effectively discharge their duties.
Prior to accepting the appointment as a director of the
Company, each Director must disclose existing significant
commitments and confirm they have sufficient time to attend
to the business of the Company. In addition, before accepting
another significant role a Director should confirm to the
Chair their ability to meet the ongoing commitments of the
Company. The Company Secretary must also be informed
in order that the appropriate records can be updated and
announcements made if required.
Prior to recommendation for re-election to the Board, each
Director’s continuing ability to meet the requirements of the
role will be assessed by the other Directors by considering,
amongst other things, their attendance at Board, committee
and other ad hoc meetings or events held during the year.
Director Meetings and Attendance
The table below shows the attendance at Board and committee
meetings held from 1 January 2023 to 31 December 2023.
Name
Quarterly
Board
Audit
and Risk
Committee
Management
Engagement
Committee
Joanna Dentskevich
4/4
5/5
3/3
Alan Dunphy
4/4
5/5
3/3
Nick Watkins
4/4
5/5
3/3
Neal J. Wilson
1
3/4
N/A
N/A
1
Retired on 25 August 2023. Attendance at the stated committee meetings
was not applicable as Neal J. Wilson was not a member of the respective
committees.
Four other ad-hoc Board meetings were held during the year for
various purposes, including investment approvals, conflicted
investments, the additional 2025 ZDP placing and the approval
of interim and annual reports.
Directors’ Performance Evaluation
The Board has established a formal system for the evaluation
of its effectiveness and performance and that of the individual
Directors, which is carried out on an annual basis. It considers
this to be appropriate having regard to the non-executive role of
the Directors and the significant outsourcing of services by the
Company to external providers. The evaluation considers the
balance of skills, experience, independence and knowledge of
the Board and also the Board’s oversight and monitoring of the
performance of the Manager and other key service providers.
Director Remuneration
Details of the Directors’ remuneration can be found on
pages 31 to 32.
Regular communication with major Shareholders is undertaken
by the Corporate Brokers and the Manager by way of webinars
and arranged video conferencing. Any concerns raised by
Shareholders are reported to the Board. In addition, the Chair
and individual Directors are willing to meet with Shareholders
to discuss performance of the Company and are available to
answer any questions that may be raised by Shareholders at the
Company’s AGM.
Board Committees
Audit and Risk Committee
The Audit and Risk Committee comprises Alan Dunphy (chair),
Joanna Dentskevich and Nick Watkins and meets at least four
times a year. The Board considers it appropriate for the Chair to
be a member of the Audit and Risk Committee given the size of
the Company and as she is considered independent.
The key objectives of the Audit and Risk Committee are to
review the financial statements of the Company to ensure
that they are prepared to a high standard and comply with
relevant legislation and guidelines, as appropriate, review the
Company’s internal control and risk management systems
and to maintain an effective relationship with the Auditor.
With respect to the Auditor, the Audit and Risk Committee’s
role will include the assessment of auditor independence,
the effectiveness of the audit, and a review of the Auditor’s
engagement letter, remuneration and approval of any non-
audit services to be provided by the Auditor. The Audit and Risk
Committee Report on pages 33 to 37 provides further detail of
the Audit and Risk Committee’s activities during the year.
Corporate Governance Report
24
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Management Engagement Committee
The Management Engagement Committee comprises Nick
Watkins (chair), Joanna Dentskevich and Alan Dunphy and
meets at least once a year.
The Management Engagement Committee is responsible for
the regular review of the terms of the Management Agreement,
along with the performance of the Administrator, the Manager
and the Company’s other service providers. A formal review is
conducted annually which includes service delivery, the quality
of the personnel assigned to handle the Company’s affairs and
the investment process.
Internal Control and Risk Management
System
The Board is responsible for ensuring the maintenance of a
robust system of internal controls relevant to the Company
and for reviewing the effectiveness of those systems. It is the
responsibility of the Audit and Risk Committee to undertake
risk assessments and review of the internal controls in the
context of the Company’s objectives that cover business
strategy, operational, compliance and financial risks faced by
the Company and make recommendations to the Board. The
internal controls are implemented by the Company’s main
service providers: the Manager, the Administrator, the Registrar
and the Custodians. The Audit and Risk Committee continues
to be responsible for reviewing the adequacy and effectiveness
of the Company’s ongoing risk management systems and
processes. Its system of internal controls, along with its design
and operating effectiveness, is subject to review by the Audit
and Risk Committee and through reports and periodic updates
received from service providers at the quarterly Board meetings
of the Company. The Directors met with representatives of the
Manager in November 2023 as part of their annual review of
the Manager and the operating effectiveness of the Manager’s
controls. The Audit and Risk Committee carried out an on-site
due diligence visit at the offices of the Registrar in Jersey
in November 2023. The visit involved meeting with senior
management and reviewing the operating and regulatory
framework of the Registrar.
The Board is satisfied that each service provider has effective
controls in place to control the risks associated with the services
that they are contracted to provide to the Company and are
therefore satisfied with the internal controls of the Company.
Further details on Principal Risks of the Company can be found
on pages 14 to 17.
AIFM Directive
The Manager is the AIFM of the Company. In such capacity, the
Manager is responsible for the portfolio and risk management
of the Company, including managing the Company’s assets
and its day-to-day operations, further details of which are set
out in paragraph 11 in the section entitled “Material Contracts”
in Part XV: “Additional Information” of the Prospectus. AIFMD
requires the AIFM to comply with certain disclosure, reporting
and transparency obligations for AIFs that it markets in the EU.
The Company’s Prospectus contains a schedule of disclosures
prepared by the Directors for the purposes of AIFMD.
In addition, AIFMD requires the Annual Report to include
details of any material changes to the information contained in
that schedule. The Directors confirm that no material changes
have occurred in relation to the information contained in the
schedule.
In making this confirmation, the Directors consider that any
change in respect of which a reasonable investor, becoming
aware of such information, would reconsider its investment in
the Company, including because the information could impact
on the investor’s ability to exercise its rights in relation to its
investment, or otherwise prejudice that investor’s (or any other
investor’s) interest in the Company, should be considered
material.
In setting this threshold, the Directors have had due regard
to the current risk profile of the Company, which outlines
the relevant measures to assess the Company’s exposure or
potential exposure to those risks, as well as the Company’s
investment restrictions set out in the Company’s Prospectus.
As required by the Listing Rules, any material change to the
Investment Policy of the Company will be made only with the
approval of the Shareholders.
AIFMD also requires the Company to disclose the remuneration
of the Manager as AIFM, providing analysis between fixed and
variable fees along with information on how much of such
remuneration was paid to senior management at the Manager
and how much was paid to members of staff. As the Manager
has no employees there is no information to report in that
respect and details of the remuneration paid to the Manager are
disclosed in note 16.
ESG
The Directors believe in the importance of a strong corporate
governance framework to ensure responsible investing focused
on the values of the Company and that building trusted
relationships with the Company’s stakeholders is crucial for
delivering long-term sustainable returns to Shareholders.
The Company is not a sustainable investment fund and, whilst
the Investment Policy of the Company has no direct impact
on the environment per se, when pursuing the Investment
Objective and in the selection of the service providers and
advisers of the Company, the Company aims to conduct itself
responsibly, ethically and fairly with the impact of all material
factors, including ESG, on the financial risk and return being
considered in the decisions it makes.
Corporate Governance Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
25
The Manager believes that companies which successfully
manage their ESG risks, and proactively follow ESG best
practices, may experience risk-adjusted outperformance over
the longer-term through preservation of investor capital and
underpins their commitment to being a responsible fiduciary.
When conducting due diligence on new investments and post
investment monitoring, as well as when taking investment
decisions for the Company, the Manager takes into account its
view of ESG issues and the overall impact they may have on the
creation of long-term investor value.
As the Company’s investment exposure is predominantly
in lower information issuances and securities, an internal
framework to evaluate ESG risks and exposures of the
Company’s investment universe is being developed by the
Manager using commoditised data supplemented by existing
information to evaluate material ESG risks for each investment.
The Manager recognises that there are several reporting
frameworks to build from when considering relevant
materiality factors and has chosen to focus on the SASB’s
standards and values as a foundation for building the
Company’s ESG framework. The SASB’s standards focus on
financial materiality using an overall assessment which is
applied to each industry to determine the relative importance
of each factor and sub-factor depending on external
environment and business model, using existing metrics where
possible.
The Company, being an investment entity, is not required
to report on TCFD disclosures in its Annual Report, either
under the Listing Rules or pursuant to any other regulatory
framework. However, it is the intention of the Directors to
ensure compliance with any requirements when required.
ESG Strategy
1.
The Company will work to incorporate ESG considerations
into its decision-making processes, policies and
procedures.
2.
The Company will ensure that the ESG policies of
its service providers and advisers broadly align with
the Company’s ESG policy to the extent reasonably
practicable.
3.
ESG risks will be assessed in advance of making
investment decisions.
4.
The Company will promote ESG acceptance with those it
deals with and invests in.
5.
The Company will periodically report on its progress.
ESG accomplishments during the year
The Manager’s ESG Committee maintained significant
departmental representation across EJF. Through its diverse
membership, the Manager has made meaningful refinements
to its process of qualitative analysis for indicia of activities that
pose ESG related risks and recalibrated its methodology of
mapping those activities through the attributable companies
to the investable universe. The Manager continues to evaluate
how to incorporate the methodology into the investment
process in the future.
ESG goals for year
1.
Further develop reporting and transparency on how ESG
is considered within the Investment Policy, to provide
further climate risk disclosures under TCFD requirements
when required to do so.
2.
Ensure actions identified during the ESG impact
assessment are evaluated by portfolio managers and action
taken when deemed appropriate.
3.
Review the Company’s ESG policy to ensure it remains
relevant.
Further detail of this can be found on the Company’s website.
Section 172(1) report
The Board believes in a strong corporate governance structure
to ensure responsible investing focused on the values of the
Company and that building trusted relationships with the
Company’s stakeholders is crucial for the long-term success of
the Company.
Through the Company’s policies and procedures, internal
controls and corporate governance, the Directors believe they
have acted in a way they consider, in good faith, would be most
likely to promote the success of the Company for the benefit
of its members as a whole having regard to the stakeholders,
as identified below, and matters set out in Section 172(1) as
required through their compliance with the AIC Code, in the
decisions taken during the year.
Corporate Governance Report
26
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Stakeholders
An analysis has been carried out, as shown in the diagram below, to identify the key stakeholders of the Company, interests and
how the Directors have considered the interests of the Company’s stakeholders.
The Duty came into effect on 31 July 2023 to provide a higher standard of consumer protection for retail customers across financial
services. Whilst the Duty does not apply directly to the Company or the Manager, the Directors have concluded that it would be
helpful to prepare a summary value assessment. This will be available on the Company’s website, www.ejfi.com.
S
h
a
r
e
h
o
l
d
e
r
s
K
e
y
S
e
r
v
i
c
e
P
r
o
v
i
d
e
r
s
C
o
m
m
u
n
i
t
i
e
s
Responsible Investing
Effective Governance
Trust and Collaboration
Shareholders
2025 ZDP Shareholders
Interests
Provision of capital to pursue the Investment
Objective and targeting growth and income for the
long term success of the Company. Robust
governance framework and safeguarding of assets.
Engagement
Monthly fact sheets, quarterly overviews and ad hoc
investor presentations are published on the Company’s
website, www.ejfi.com.
More detailed communications are provided on a biannual
basis through the publication of
the interim and annual
financial reports.
Representatives of the Manager hold regular meetings with
shareholders and communicate those views to the Board.
Directors are willing to meet major shareholders to discuss
the Company.
RNS announcements and ad hoc Manager communications
are made to keep shareholders informed on a timely basis.
The AGM and any EGMs give shareholders the opportunity
to vote on resolutions regarding the Company.
Interests
Knowledge, experience, aligned values and culture within an effective framework for
pursuance of the Investment Objective and long term success of the Company.
Engagement
The Manager reports on the performance of the underlying portfolio to the Board on a regular basis. In
addition, the Board meets with representatives of the Manager to discuss strategic and marketing matters.
The Board oversees the performance of the Company’s third-party service providers. The Board receives
operational, compliance and associated reports to satisfy themselves as to the effective operation of the
services, systems, and internal controls operated by the service providers. A formal review of the
Company’s key service providers is conducted annually by the Management Engagement Committee.
The Audit and Risk Committee review the external auditor’s performance, independence, and objectivity.
Interests
Compliance, openness and transparency within
a robust regulatory framework to protect, joint
interests of long term success.
Engagement
AIFM reporting is filed on a half yearly basis. Jersey
regulatory statistics are filed on a quarterly basis.
The Company’s ESG strategy is in line with good
governance and social responsibility. Further
details can be found in the Corporate Governance
Report and on the Company’s website.
Manager, Administrator, Broker, Registry Services, Lawyers, Auditors,
Reporting Accountant, Printer, CDD Services
Regulators
Local Governments, Wider Society & Jurisdictions
Corporate Governance Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
27
Principal Decisions
Beyond that of usual engagement and decision making by the Directors, the table below highlights specific actions during the year,
where the Directors have had regard for stakeholder interests and the company’s objective to provide Shareholders with attractive
risk adjusted returns through regular dividends and capital growth over the long term.
Decision
Description
Impact on long term success
Stakeholders
Issue of 2025 ZDP Shares
under Placing Programme
On 27 February 2023, the Company issued
2,277,046 2025 ZDP Shares, pursuant to the
Company’s Placing Programme as detailed in the
Prospectus, at a ZDP Placing Price of 119.78 pence
per share. Gross proceeds of £2.73 million were
raised.
To allow the Company
to take advantage of
investment opportunities
identified by the
Manager.
Shareholders
The Manager
Appointment of Joint
Corporate Broker
On 5 April 2023, the Company appointed
Barclays Bank PLC as its joint Corporate Broker,
alongside Liberum Capital Limited.
To provide wider
market coverage for the
Company.
Shareholders
The Manager
Corporate Brokers
FX Hedge
On 21 June 2023, the Company updated
its hedging strategy. From May 2022 until
21 June 2023, the Company had adopted a
hedging strategy which allowed the Manager
flexibility to hedge foreign exchange risk so that
between 60% of US Dollar assets and the final
capital entitlement of the ZDP Shares could be
hedged. Following the strengthening of Sterling
against the US Dollar in June 2023, the Board
approved the Manager’s request to increase the
upper hedging limit to 75% of US Dollar assets,
which the Manager may or may not elect to use.
Allowing the Manager
more flexibility to
hedge foreign exchange
risk and help enhance
shareholder returns.
Shareholders
The Manager
Composition of the Board
of Directors
On 25 August 2023, Neal J. Wilson retired as
a Director of the Company. Following Neal J.
Wilson’s retirement, a replacement director was
not appointed, and the Board comprised the
three existing independent Directors. Neal J.
Wilson remains on the board of EJFIH.
To bring the Company
into alignment with
best practice corporate
governance.
Shareholders
The Manager
Duty
Whilst the Company and Manager are out of
scope of the Duty, during the year, the Director’s
determined that carrying out a value assessment
of the Company, to supplement its key
information document, would be of benefit to the
Company.
To aid investors and
distributors to determine
whether the Ordinary
Shares of the Company
offer fair value at a fair
price.
Shareholders
Regulator
By Order of the Board
Joanna Dentskevich
Chair
Date: 27 March 2024
28
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Directors’ Report
The Directors present their Annual Report on the affairs of the
Company for the year ended 31 December 2023. The Corporate
Governance Report set out on pages 21 to 27 forms part of this
report.
Principal Activities, Business Review and
Future Developments
The principal activities of the Group during the year were to
invest in opportunities created by regulatory and structural
changes impacting the financial services sector. No changes are
envisaged in the Group’s principal activities although future
opportunities may include structured debt and equity, loans,
bonds, preference shares, convertible notes and private equity,
in both cash and synthetic formats which may be issued by
entities domiciled in the US, UK and Europe. Information about
the use of financial instruments by the Group is given in note 14
to the Audited Financial Statements.
Details of significant events since the Statement of Financial
Position date are contained in note 18 to the Audited Financial
Statements.
An indication of likely future developments in the business of
the Company are included in the Chair’s Statement on pages 7
to 9 and the Manager’s Report on pages 10 to 13.
Results and Dividends
Results for the year ended 31 December 2023 are set out in the
Statement of Comprehensive Income on page 47.
The Directors declared and paid dividends of £6,542,536
(31 December 2022: £6,542,536) during the year ended
31 December 2023. Further details can be found in notes 12
and 18.
Stated Capital
At 31 December 2023, the Company’s issued share capital
comprised 76,953,707 Ordinary Shares (31 December 2022:
76,953,707 Ordinary Shares), of which 15,808,509 were
held in treasury (31 December 2022: 15,808,509). The total
number of voting rights of the Ordinary Shares is 61,145,198
(31 December 2022: 61,145,198). Further details can be found in
note 11.
Disclosure of Information to the Auditor
The Directors who held office at the date of approval of this
Directors’ Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Auditor is
unaware and each Director has taken all the steps that they
ought to have taken as a Director to make them aware of any
relevant audit information and to establish that the Auditor is
aware of that information.
Financial Risk Management
Information about the Company’s and EJFIH’s financial risk
management objectives is set out in note 14 to the Audited
Financial Statements.
Directors and Directors’ Interests
The Directors are listed on page 18.
Details of the Directors’ remuneration are included in the
Remuneration Report on pages 31 to 32.
Directors’ Insurance
During the year ended 31 December 2023 and up until the
date of the signing of the Audited Financial Statements, the
Company has maintained directors’ and officers’ liability
insurance, which is deemed to give appropriate cover for
any potential legal action that could be brought against the
Directors.
Directors’ Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
29
Significant Shareholdings
In accordance with chapter five of the Disclosure Guidance and Transparency Rules (which covers the acquisition and disposal
of major shareholdings and voting rights), the following Shareholders had an interest of greater than 5% in the Company’s issued
share capital as at 31 December 2023:
Name
Ordinary Shares
% of total
voting rights
1
Cheetah Holdings Limited
11,816,558
19.33
Premier Miton Investors
2
5,018,666
8.21
Leon Cooperman
4,000,000
6.54
Sapia Partners
3,580,984
5.86
Wolfson Equities
3,314,960
5.42
Newton Investment Management Limited
2
3,180,402
5.20
William E Conway Jr
3,113,415
5.09
34,024,985
55.65
1
The total voting rights is the number Ordinary Shares in issue after adjusting for treasury shares. The % of total voting rights is calculated by dividing the number
of ordinary Shares by the total voting rights.
2
These are investment platforms.
The Company did not receive any notifications during the period 1 January 2024 to 27 March 2024.
Independent Auditor
A resolution to re-appoint the Auditor will be put to Shareholders at the next AGM.
Manager
The Directors are responsible for the determination of the Company’s Investment Policy and have overall responsibility for
the Group’s activities. The Company has, however, entered into a Management Agreement with the Manager under which the
Manager has been appointed to manage the assets of the Group which include research, analysis and selection of investment
opportunities for the Group and monitoring the ongoing performance of the investments.
The Directors consider that the interests of the Company’s shareholders as a whole are best served by the continued appointment
of the Manager to achieve the Company’s Investment Objective.
Going Concern
The Directors have performed a detailed assessment of the Company’s ability to meet its liabilities as they fall due for the period
of at least twelve months from the date of signing the Audited Financial Statements, including evaluating severe but plausible
downside scenarios of a significant reduction in the liquidity and cash flow generation of its investments. The assessment
was completed with reference to the cash position of the Group, the operating expenses and the potential default risk of the
investments held.
In light of the analysis, the Directors are satisfied that, at the time of approving the Audited Financial Statements, there is a
reasonable expectation that the Company will have adequate resources to continue in operational existence for a period of at least
twelve months from the date of approval of the Audited Financial Statements and have therefore prepared the Audited Financial
Statements on a going concern basis.
Directors’ Report
30
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Viability Statement
The Directors, in conjunction with the Audit and Risk
Committee and the Manager, have conducted a robust
assessment of the viability of the Company, taking into account
the Principal Risks that the Group faces, and the impact of
extreme but plausible market scenarios on the viability of the
Company over a three year period, albeit the Directors consider
the Company to be a much longer term investment proposition
for its Shareholders.
Time period
In establishing the three-year time horizon over which to
consider the longer-term viability of the Company, the Directors
considered the nature of the investment portfolio of the Group,
and the Investment Objective of the Company taking into
account the working capital model forecasting.
Stress testing
From their assessment of the Principal Risks, the Directors
consider ‘Credit Risk’ and ‘Availability of cash for investment
opportunities and payment of liabilities’ to be the two key
Principal Risks that most impact the viability of the Company.
These risks were then considered when determining the
scenarios to be used in the stress testing of the extreme market
scenarios used in the stress tests which include:
severe but plausible adverse movements in bank and
insurance company default rates which impact the cash
inflows from CDO Equity Tranches;
foreign exchange movements impacting margin calls on
the forward currency contracts; and
no rollover of 2025 ZDPs maturing in June 2025.
General credit and economic conditions are monitored by
the Manager, which provide insight in to adverse changes
at macro-economic levels. The Company has processes for
monitoring operating costs, share price discount and the
Manager’s compliance with the Company’s investment policy
and investment restrictions.
Having considered these scenarios individually as well as
simultaneously in conjunction with the potential remedies that
could be put in place to mitigate the impact on the Company’s
liquidity and cash flows, the Directors have a reasonable
expectation that the Company will be able to continue in
operation and meet its financial covenants and operating
expenses as they fall due over the three-year assessment
period.
Events after the Reporting Period
Refer to note 18 for further details on events after the reporting
period.
General Meetings
The 2024 AGM will be held on 6 June 2024 at the Company’s
registered office in Jersey. The Directors recognise the
importance of Shareholder engagement and there is the
opportunity for Shareholders to attend the AGM should they
wish. Any changes to the AGM date will be communicated via
the Company’s website, www.ejfi.com, and the LSE.
By Order of the Board
Joanna Dentskevich
Chair
Date: 27 March 2024
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
31
Directors’ Remuneration Report
The Directors are pleased to present their report on remuneration for the year ended 31 December 2023.
The Directors believe that due to the size and nature of the Company it would be unnecessarily burdensome to establish a separate
remuneration committee. Remuneration matters are therefore included in matters reserved for the Board.
Remuneration Policy
Directors are entitled to receive a fixed fee based upon their duties, responsibilities and time spent up to an aggregate limit of
£150,000 per annum as well as a fee for any special service at the request of the Company. As such, the Chair of the Board and the
chairs of the Audit and Risk Committee and the Management Engagement Committee each receive an additional fee. Directors are
also paid all reasonable travel expenses.
No element of the Directors’ remuneration is performance related nor does any Director have any entitlement to pensions, share
options or any long term incentive plans from the Company. In accordance with the AIC Code, no Director is involved in deciding
their remuneration.
No Director has a service contract with the Company, and no such contracts are proposed. Directors’ appointments can be
terminated in accordance with the Company’s Articles and without compensation.
Directors’ Remuneration
As at 31 December 2022, the Directors were each entitled to a fee of £40,000 per annum with additional fees being paid to the Chair
of the Board of £10,000 per annum and to the chair of the Audit and Risk Committee of £5,000 per annum. During the year, the
Board approved an increase to Director fees of 10% effective 1 January 2023. Subsequently, the Board also agreed that Nick Watkins
should receive an additional fee of £1,500 for the 2023 calendar year, payable with effect from 1 July 2023, and an additional fee of
£1,500 per annum thereafter, in respect of his role as chair of the Management Engagement Committee. Neal Wilson waived his
right to receive remuneration
1
.
For the year under consideration, the Directors received the following amounts:
Director
2023
£
2022
£
Joanna Dentskevich
55,000
50,000
Alan Dunphy
49,500
45,000
Nick Watkins
45,500
40,000
Neal Wilson
1
-
-
Total
150,000
135,000
Directors’ expenses paid in the year were £217 (31 December 2022: £13,156).
No other remuneration or compensation was paid by the Company to the Directors during the years ended 31 December 2023 and
31 December 2022.
Directors’ and officers’ liability insurance cover is maintained by the Company on behalf of the Directors.
The terms of the Directors’ appointments as non-executive Directors are set out in letters issued in April 2017 (as amended in
January 2019).
1
Retired as a Director on 25 August 2023.
Directors’ Remuneration Report
32
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Ordinary Shares held by Directors
Ordinary Shares held by the Directors as at year end were as follows:
Director
Ordinary Shares
31 December 2023
1
Percentage
of Ordinary
Shares in Issue
31 December 2023
2
Ordinary Shares
31 December 2022
1
Percentage
of Ordinary
Shares in Issue
31 December 2022
2
Joanna Dentskevich
77,896
0.127%
77,896
0.127%
Nick Watkins
10,000
0.016%
10,000
0.016%
Neal Wilson
3
n/a
n/a
1,718,881
2.811%
ZDP Shares held by Directors
2025 ZDP shares held by the Directors as at year end were as follows:
Director
2025 ZDP Shares
31 December 2023
1
Percentage of 2025
ZDP Shares in Issue
31 December 2023
2
2025 ZDP Shares
31 December 2022
1
Percentage of 2025
ZDP Shares in Issue
31 December 2022
2
Joanna Dentskevich
30,000
0.156%
30,000
0.177%
Nick Watkins
10,000
0.052%
10,000
0.059%
Neal Wilson
3
n/a
n/a
1,000,000
5.883%
1
The Directors’ shareholdings are either direct and/or indirect holdings of shares.
2
The calculation of shareholding % is based on the number of shares in issue after adjusting for treasury shares.
3
Retired as a Director on 25 August 2023.
Joanna Dentskevich
Chair
Date: 27 March 2024
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
33
Audit and Risk Committee Report
The Board is supported by the Audit and Risk Committee with
formally delegated duties and responsibilities relating to audit
and risk, as set out in written terms of reference which are
available on the Company’s website.
Chair and Membership
The Audit and Risk Committee is chaired by Alan Dunphy with
its other members being Joanna Dentskevich and Nick Watkins.
All members are independent, have no links with the Auditor
and are independent of the Manager. The Audit and Risk
Committee meets at least four times a year at appropriate times
in the financial reporting cycle and to meet with the Auditor as
appropriate. The membership of the Audit and Risk Committee
and its terms of reference are kept under review.
The Board has considered the composition of the Audit and
Risk Committee and is satisfied it has sufficient recent and
relevant skills and experience. In particular, the Board has
considered the requirements of the UK Code that the Audit
and Risk Committee should have at least one member who
has recent and relevant financial experience and that the Audit
and Risk Committee, as a whole, has competence relevant to
the sector in which the Company invests. The Board considers
all the relevant requirements to have been met. The relevant
qualifications and experience of each member are detailed on
page 18.
Key Responsibilities
The Audit and Risk Committee’s primary role and responsibility
is to review and monitor the integrity of the Company’s Annual
Report and Interim Report to ensure they are fair, balanced
and understandable and provide the information necessary for
Shareholders to assess the Company’s performance, business
model and strategy and reporting to the Board accordingly. This
includes reviewing the Independent Auditors’ Report.
The Audit and Risk Committee’s other roles and responsibilities
include, but are not limited to:
reporting to the Board on any significant financial reporting
issues and judgements;
reviewing and challenging where necessary significant
accounting policies and practices, including the basis on
which the Company is determined as a going concern
and a review of the viability statement included in the
Annual Report taking into account the Company’s financial
position and principal risks identified;
reviewing the adequacy and effectiveness of the
Company’s internal financial controls and internal control
and risk management systems;
assessing any correspondence from regulators in relation
to the Company’s financial reporting;
reviewing the external auditor’s performance,
independence and objectivity to include a report from the
external auditor on its own internal quality procedures;
making recommendations to the Board in relation to
the appointment, re-appointment or removal of the
external auditor, the approval of the external auditor’s
remuneration and the terms of the engagement;
developing and implementing policies surrounding the
engagement of the external auditor to supply non-audit
services, where appropriate;
considering regularly whether the Company should have
an internal audit function and making a recommendation
to the Board accordingly;
advising the Board on the Company’s overall risk strategy
and to establish the risk assessment measures and
methodologies to be employed by the Company; and
reporting to the Board on how it has discharged its
responsibilities.
Audit and Risk Committee Report
34
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
How the Audit and Risk Committee has
Discharged Its Responsibilities
The Audit and Risk Committee met 6 times during the year
(5 of which comprised formal committee meetings) and
the individual attendance of the Audit and Risk Committee
members is outlined on page 23. Representatives of the
Manager, Auditor and Administrator were present as required.
The main matters discussed at those meetings were:
detailed review of the 2022 Annual Report and
recommendation for approval by the Board;
review of the Company’s and EJFIH’s key risks and internal
controls;
assessment of the final audit findings document presented
by the Auditor in respect of the audit of the 2022 Annual
Report;
consideration of the independence of the Auditor;
review and approval of the interim review plan of the
Auditor in respect of the 2023 Interim Report;
detailed review of the 2023 Interim Report and
recommendation for approval by the Board;
review of the effectiveness of the Auditor;
review and approval of the annual audit plan of the Auditor
in respect of the 2023 Annual Report; and
review of the Company’s ESG policy and review of the
output from the Manager’s processes in relation to ESG
matters.
Subsequent to year end, up to the date of approval of the
Annual Report, the Audit and Risk Committee met 2 times to
discuss risk matters and undertake detailed reviews of the 2023
Annual Report. The main matters discussed at those meetings
were:
review and update of the Company’s risk register and
corresponding principal risks for inclusion in the Annual
Report;
review of updated terms of reference of the Audit and Risk
Committee;
specific consideration of fraud and bribery risk, and
consideration of robustness of relevant whistleblowing
policies;
review and challenge of the Manager’s stress tests for the
purposes of the viability statement and consideration of
the duration of the viability period;
review of the positive assurance report in relation to the
valuation of the interest in the CDO Manager;
review and update of the Company’s anti-money
laundering, countering of the financing of terrorism and
countering proliferation financing risk assessment to
include all aspects of financial crime;
review of policies and procedures;
review of the 2023 Annual Report and recommendation
for approval by the Board;
assessment of the final audit findings document presented
by the Auditor in respect of the audit of the 2023 Annual
Report;
discussion and final approval of the Auditor’s fees for the
2023 annual audit; and
assessment of the independence of the Auditor.
Monitoring the Integrity of the Audited
Financial Statements including
Significant Judgement and Estimates
The Audit and Risk Committee reviewed the 2023 Interim
Report and 2023 Annual Report prior to discussion and
approval by the Board, and the significant financial reporting
issues and judgements contained therein. It also reviewed the
Auditor’s reports thereon and reviewed the appropriateness
of the Company’s accounting principles and policies and
monitored changes to, and compliance with, accounting
standards on an ongoing basis.
The Audit and Risk Committee discussed with the Manager
and the Administrator the critical accounting policies and
judgements that have been applied and considered and
determined the following:
that the Company continues to meet the definition of an
Investment Entity in accordance with IFRS 10;
that the Company’s investment in EJFIH should be
classified at Level 3, as it is not traded and contains
unobservable inputs; and
due to the materiality of the Company’s investment in
EJFIH, in the context of the Audited Financial Statements
as a whole and the judgement and estimation associated
with the valuation of Level 3 investments, investments are
considered to be the area which should have the greatest
effect on the overall audit strategy and allocation of
resources in planning and completing the audit.
As requested by the Board, the Audit and Risk Committee
also reviewed the Annual Report and was able to confirm to
the Board that, in their view, the Annual Report, taken as a
whole, was fair, balanced and understandable and provided
the information necessary for Shareholders to assess the
Company’s position, performance, business model and strategy.
Audit and Risk Committee Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
35
Significant and other Accounting Matters
The significant accounting matters associated with the preparation of the Annual Report are:
Significant accounting matter
How addressed by the Audit and Risk Committee
Valuation of the
investment in EJFIH
EJFIH is not traded and contains unobservable inputs and is therefore classified as a Level 3
investment under IFRS 13. The Company holds a direct investment in EJFIH and the Board
considers that the NAV of EJFIH is representative of its fair value.
The NAV of EJFIH has been presented in the Annual Report on a look-through basis to the
underlying investment positions. See details in notes 8 and 14. EJFIH holds a number of different
Level 3 investments which are also measured at fair value.
The Audit and Risk Committee receives regular updates on the performance of the Portfolio from
the Manager. It also reviews the Manager’s valuation policy and challenges the Manager on the
valuation. The Audit and Risk Committee is not aware of any discrepancies with the valuation
methodologies adopted or the independent valuation procedures carried out by the valuation
agents.
The Company values the underlying positions held in EJFIH as per below (further information
regarding the valuation methodologies and the resultant valuations can be found on page 68):
Partnership
The Partnership is valued by reference to the EJFIH’s proportionate share of the NAV. The
underlying investments by the Partnership into CDO Equity Tranches are marked clean to broker
quotes with the Manager estimating the expected accrual of interest earned on each security.
CDO Manager
The Manager has appointed a recognised independent valuation agent to value the CDO
Manager based on the underlying CDO management contract cash flows expectations, using
inputs and models developed by the Manager.
CDO Securities
The Manager has appointed a recognised independent valuation agent to provide a positive
assurance report on the Manager’s valuation model of the underlying CDO management
contracts.
European debt securities and US Bank debt
The securities are marked clean to broker quotes with interest accrued separately.
Preference Shares
The shares are marked clean to broker quotes with the Manager estimating the expected accrual
of interest earned on each security.
Derivative financial instruments at FVTPL
The Manager determines the fair value of the forward foreign currency contracts using quoted
mid forward exchange rates as at the reporting date.
Seneca Portfolio
Seneca is valued based on EJFIH’s proportionate share of the NAV.
Audit and Risk Committee Report
36
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Risk Management
The Board as a whole is responsible for the Company’s system
of internal controls and the Audit and Risk Committee assists
the Board in meeting those obligations, as set out in its terms
of reference. The Board does not currently consider an internal
audit function to be required given the size and nature of
the Company’s operations and instead places reliance on
the controls applied by the Company’s service providers as
regulated entities. The Audit and Risk Committee has reviewed
the Administrator’s most recent ISAE 3402 Report on Fund
Administration (Report on the description of controls placed
in operation, their design and operating effectiveness for
the period from 1 October 2022 to 30 September 2023) and
is pleased to note that no significant issues were identified.
In addition, the Administrator has provided a bridging letter
covering the period from 1 October 2023 to 31 December 2023,
which confirms the controls referenced in the ISAE 3402
Report are still in place and operated effectively in this period.
The quarterly reporting from the Manager, Administrator,
Compliance Officer and Registrar forms a key part of the
monitoring and review of the internal controls of the Company.
Additionally, the Company receives confirmations from
its principal service providers that no material issues have
arisen in respect of their systems of internal controls and risk
management.
During the year, the Audit and Risk Committee carried out
an on-site due diligence visit at the offices of the Registrar in
Jersey. This visit involved meeting with senior management
of the Registrar and reviewing the operational and regulatory
framework of the Registrar. No significant risk issues were
identified from the review which are required to be brought to
Shareholders’ attention.
During the year, a meeting was held with representatives of the
Manager to review any changes to the Manager’s controls and
the operating effectiveness of the Manager’s existing controls.
The Audit and Risk Committee reaffirms that, to date, there are
no risk issues identified in this area which need to be brought to
Shareholders’ attention.
External Auditor
It is the responsibility of the Audit and Risk Committee to
monitor the performance, independence, objectivity and
reappointment of the Auditor. The Audit and Risk Committee
met with the Auditor to consider the audit strategy and plan for
the audit. The audit plan for the reporting period was reviewed,
including consideration of the key audit matters and audit risks,
to seek to ensure that the audit was appropriately focused.
The Auditor attended a number of the Audit and Risk
Committee meetings throughout the year, which allowed the
Auditor the opportunity to discuss any matters it wished to
raise. The Auditor provided feedback at each Audit and Risk
Committee meeting on topics such as the key accounting
matters, mandatory communications and the control
environment. The Audit and Risk Committee chair meets with
the Auditor ahead of Audit and Risk Committee meetings to
review key audit and review areas for discussion with the Audit
and Risk Committee. The Auditor is not in attendance when
their performance and/or levels of remuneration are discussed.
The Auditor has the opportunity to meet with the Audit and
Risk Committee without representatives of the Manager
being present.
The Auditor engages independent valuation specialists to
assist in the audit of the Company’s asset valuations. Their
valuations team are based in Frankfurt, Germany and consist
of 80 valuation specialists. They perform valuation testing
by repricing complex financial assets. A senior representative
of the valuation specialists team attended the Audit and Risk
Committee meeting at which the Auditor presented the final
audit findings in respect of the audit of the 2023 Annual Report,
including an overview of the independent valuation work
and methodology undertaken and a summary of differences
identified. The Audit and Risk Committee was satisfied that the
differences identified by the Auditor were within an acceptable
level of deviation.
Audit and Risk Committee Report
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
37
The Auditor was remunerated as follows:
Year ended
31 December 2023
£
Year ended
31 December 2022
£
Annual audit
148,500
137,500
Total audit fee
148,500
137,500
Interim review
48,600
45,000
Total audit and non-audit related services fees
197,100
182,500
The Audit and Risk Committee continues to be satisfied with the performance of the Auditor. We have therefore recommended to
the Board that the Auditor, in accordance with agreed terms of engagement and remuneration, should continue as the Company’s
external auditor. Accordingly, a resolution proposing the reappointment of the Company’s auditor will be put to the Shareholders
at the forthcoming AGM.
A member of the Audit and Risk Committee will be available to Shareholders at the forthcoming AGM of the Company to answer
any questions relating to the role of the Audit and Risk Committee.
The Auditor has been appointed since the Company commenced trading. The Audit and Risk Committee is satisfied that the lead
audit partner has the experience, independence and industry knowledge to be an effective lead audit partner.
The Audit and Risk Committee is also responsible for the audit tender process and will take all key decisions covering timing,
approach, evaluation criteria and recommendations. The tender is expected to occur four years following the conclusion of the
2023 Annual Report.
Alan Dunphy
Audit and Risk Committee Chair
Date: 27 March 2024
38
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report,
including the Directors’ Remuneration Report in accordance
with applicable law and regulations.
The Companies Law requires the Directors to prepare
audited financial statements for each financial year. Under
the Companies Law they are required to prepare the audited
financial statements in accordance with IFRS and applicable
law.
Under the Companies Law, the Directors must not approve the
audited financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company
and of its profit or loss for that year. In preparing the audited
financial statements, the Directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and estimates that are reasonable,
relevant and reliable;
state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the audited financial statements;
assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and
use the going concern basis of accounting unless they
either intend to liquidate the Company or to cease
operations or have no realistic alternative but to do so.
The Directors are responsible for keeping proper
records that
are sufficient to show and explain the Company’s transactions
and disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that its
audited financial statements comply with the Companies
Law. They are responsible for such internal control as they
determine is necessary to enable the preparation of audited
financial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect
fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in Jersey governing the
preparation and dissemination of audited financial statements
may differ from legislation in other jurisdictions.
Responsibility statement of the Directors
in respect of the Annual Report and
Audited Financial Statements
We confirm that to the best of our knowledge:
the Audited Financial Statements, prepared in accordance
with IFRS, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company as at
and for the year ended 31 December 2023, as required by
DTR 4.1.12R; and
the Annual Report includes a fair review of the
development and performance of the business and the
position of the Company, together with a description of the
principal risks and uncertainties that it faces, as required by
DTR 4.1.8R and DTR 4.1.11R.
We consider the Annual Report and Audited Financial
Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary
for Shareholders to assess the Company’s position and
performance, business model and strategy.
This responsibility statement has been approved by the Board
and is signed on its behalf by:
Joanna Dentskevich
Chair
Date: 27 March 2024
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
39
Independent Auditor’s Report
to the Members of EJF Investments Limited
1.
Our opinion is unmodified
We have audited the financial statements of EJF Investments
Ltd (“the Company”) for the year ended 31 December 2023
which comprise the Statement of Comprehensive Income,
Statement of Financial Position, Statement of Changes in
Equity, Statement of Cash Flows and the related notes,
including the accounting policies in note 2.
In our opinion the financial statements:
give a true and fair view, in accordance with International
Financial Reporting Standards as adopted by the
International Accounting Standards Board (“IASB”), of the
state of the Company’s affairs as at 31 December 2023 and
of its profit for the year then ended; and
have been properly prepared in accordance with
Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities are described below. We have fulfilled
our ethical responsibilities under, and are independent of
the Company in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to other listed
entities.
We believe that the audit evidence we have obtained is
a sufficient and appropriate basis for our opinion.
Overview
Materiality:
financial
statements
as a whole
£1.22m (2022: £1.38m)
1% (2022: 1% of Total assets)
Key audit matters
vs 2022
Recurring risks
Valuation of financial asset at
fair value through profit or loss
Independent Auditor’s Report to the Members of EJF Investments Limited
40
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. This matter was addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on this matters. In arriving at our audit opinion above, the
key audit matter was as follows (unchanged from 2022):
The risk
Our response
Valuation of financial
asset at fair value
through profit or loss
£121.68 million (2022:
£131.96 million)
Refer to page 33 to 37 Audit
and Risk Committee Report,
page 51 to 55 for accounting
policies and page 63 to 75
for financial disclosures.
Risk level remains
unchanged from prior year
Subjective Valuation
The financial asset at fair value through
profit or
loss represents a 100% (2022: 100%) holding in
EJF Investment Holdings Limited (“the Holdco”)
and constitutes 99% (2022: 99%) of the
Company’s total assets.
The fair value of the investment in the Holdco is
largely determined by reference to the underlying
investments in the Holdco, which are all held at fair
value. As those underlying investments are largely
made up of financial instruments for which no
observable market price is readily available, their
fair value is determined through the application
of valuation techniques which involve significant
judgement by the Company. The effect of these
matters is that, as part of our risk assessment, we
determined that the valuation of the investment
has a high degree of estimation uncertainty with
a potential range of reasonable outcomes greater
than our materiality for the financial statements as
a whole, and possibly many times that amount.
The financial statements note 14 discloses the
sensitivity estimated by the Company.
Our procedures included:
Control design:
Documenting and assessing the design and
implementation of the Company’s investment
valuation processes and controls. We performed
the tests below rather than seeking to rely on any
of the Company’s controls because the nature
of the balance is such that we would expect
to obtain audit evidence primarily through the
detailed procedures described.
Methodology choice:
Challenging the investment manager on the
appropriateness of the valuation bases selected,
with reference to financial reporting requirements
and observed industry best practice.
Our valuations experience:
Challenging the investment manager on key
judgements made affecting valuations, such as
selection of appropriate discount factors, future
cash flows and other unobservable inputs, with
reference to historical data and market research.
Independent re-performance:
For the Holdco investments in other entities
valued on a net assets value basis, independently
assessing the net asset values, including the use
of our valuation specialists to independently value
the underlying investments held by those entities.
Recalculating the valuation of investments
in other entities by applying the ownership
percentages to the relevant net asset value.
For the underlying investments held directly
by the Holdco, independently assessing the
fair values, including the use of our valuation
specialists to independently value the
investments.
Comparing the reported valuation with the
valuation derived by us using independently
derived valuations models and market observable
data.
Performing an assessment of whether any over/
understatement of valuation identified through
these procedures was material.
Assessing transparency:
Consideration of the appropriateness, in
accordance with relevant accounting standards,
of the disclosures in respect of the investment
in the Holdco and its underlying investments
and the effect of changing one or more inputs
to reasonably possible alternative valuation
assumptions.
Independent Auditor’s Report to the Members of EJF Investments Limited
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
41
3.
Our application of materiality and an
overview of the scope of our audit
Materiality for the financial statements as a whole was set
at £1.22m (2022: £1.38m), determined with reference to a
benchmark of total assets, of which it represents 1% (2022: 1%).
In line with our audit methodology, our procedures on
individual account balances and disclosures were performed
to a lower threshold, performance materiality, so as to reduce
to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a
material amount across the financial statements as a whole.
Performance materiality was set at 75% (2022: 75%) of
materiality for the financial statements as a whole, which
equates to £0.92m million (2022: £1.04 million). We applied this
percentage in our determination of performance materiality
because we did not identify any factors indicating an elevated
level of risk.
We agreed to report to the Audit and Risk Committee any
corrected or uncorrected identified misstatements exceeding
£0.06m (2022: £0.07m), in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality
and performance materiality levels specified above and was
performed by a single audit team.
The scope of the audit work performed was fully substantive
as we did not rely upon the Company’s internal control over
financial reporting.
4.
Going concern
The Directors have prepared the financial statements on the
going concern basis as they do not intend to liquidate the
Company or to cease its operations, and as they have concluded
that the Company’s financial position means that this is
realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over its
ability to continue as a going concern for at least a year from the
date of approval of the financial statements (“the going concern
assessment period”).
We used our knowledge of the Company, its industry, and the
general economic environment to identify the inherent risks
to its business model and analysed how those risks might
affect the Company’s financial resources or ability to continue
operations over the going concern period. The risks that we
considered most likely to adversely affect the Company’s
available financial resources, and its ability to operate over this
period were:
The impact of a significant reduction in the valuation of
the underlying assets in the portfolio, including due to
economic uncertainty and default on underlying collateral
in securitization investments alongside a 100% repayment
of the ZDP shares; and
Adverse foreign exchange margin calls reducing the
availability of cash to meet ongoing obligations as they fall
due.
We considered whether these risks could plausibly affect
the liquidity in the going concern by assessing the directors’
sensitivities over the level of available financial resources
indicated by the Company’s financial forecasts taking account
of severe, but plausible adverse effects that could arise from
these risks individually and collectively.
We considered whether the going concern disclosure in note 2.1
to the financial statements gives a full and accurate description
of the Directors’ assessment of going concern, including the
identified risks and related sensitivities.
Our conclusions based on this work:
we consider that the Directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate;
we have not identified, and concur with the Directors’
assessment that there is not, a material uncertainty related
to events or conditions that, individually or collectively,
may cast significant doubt on the Company’s ability to
continue as a going concern for the going concern period;
and
we have nothing material to add or draw attention to
in relation to the Directors’ statement in note 2.1 to the
financial statements on the use of the going concern basis
of accounting with no material uncertainties that may cast
significant doubt over the Company’s use of that basis for
Total assets:
£122.58m (2022: £132.68m)
Total assets
Materiality
Materiality
£1.22m
(2022: £1.38m)
Performance
materiality
£0.92m
(2022: £1.04m)
Misstatements
reported to the
Audit Committee
£0.06m
(2022: £0.07m)
Independent Auditor’s Report to the Members of EJF Investments Limited
42
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
the going concern period, and we found the going concern
disclosure in note 2.1 to be acceptable.
However, as we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the above conclusions are not a guarantee that
the Company will continue in operation.
5. Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud
risks”) we assessed events or conditions that could indicate
an incentive or pressure to commit fraud or provide an
opportunity to commit fraud. Our risk assessment procedures
included:
Enquiring of the Directors and Administrator as to the
Company’s high-level policies and procedures to prevent
and detect fraud, as well as whether they have knowledge
of any actual, suspected or alleged fraud;
Obtaining an understanding of the segregation of duties
in place between the Directors, the Administrator and the
Company’s Investment Manager; and
Reading Board minutes and Audit and Risk Committee
minutes.
We communicated identified fraud risks throughout the audit
team and remained alert to any indications of fraud throughout
the audit.
As required by auditing standards, we perform procedures
to address the risk of management override of controls, in
particular to the risk that management may be in a position
to make inappropriate accounting entries. We evaluated
the design and implementation of the controls over journal
entries and other adjustments and made inquiries of the
Administrator about inappropriate or unusual activity relating
to the processing of journal entries and other adjustments. We
substantively tested all material post-closing entries by
comparing the identified entries to supporting documentation
and, based on the results of our risk assessment procedures
and understanding of the process, including the segregation of
duties between the Directors and the Administrator, no further
high-risk journal entries or other adjustments were identified.
On this audit we have rebutted the fraud risk related to revenue
recognition because the revenue is non-judgemental and
straightforward, with limited opportunity for manipulation.
We did not identify any additional fraud risks.
Identifying and responding to risks of material
misstatement related to compliance with laws and
regulations
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the
financial statements from our general commercial and sector
experience and through discussion with the Directors and
the Administrator (as required by auditing standards) and
discussed with the Directors the policies and procedures
regarding compliance with laws and regulations.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that
directly affect the financial statements including financial
reporting legislation (including related companies legislation),
distributable profits legislation as set out by Companies (Jersey)
Law 1991 and we assessed the extent of compliance with these
laws and regulations as part of our procedures on the related
financial statement items.
Secondly, the Company is subject to many other laws and
regulations where the consequences of non-compliance could
have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or
litigation. We identified the following areas as those most likely
to have such an effect: anti-bribery, data protection, anti-money
laundering, market abuse regulations and certain aspects of
company legislation recognising the financial and regulated
nature of the Company’s activities and its legal form. Auditing
standards limit the required audit procedures to identify non-
compliance with these laws and regulations to enquiry of the
Directors and the Administrator and inspection of regulatory
and legal correspondence, if any. Therefore if a breach of
operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we
have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less
likely the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there remained a higher risk of
non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
Independent Auditor’s Report to the Members of EJF Investments Limited
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
43
6.
We have nothing to report on the
other information in the Annual
Report
The Directors are responsible for the other information
presented in the Annual Report together with the financial
statements.
Our opinion on the financial statements does not
cover the other information and, accordingly, we do not express
an audit opinion or, except as explicitly stated below, any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial statements
audit work, the information therein is materially misstated
or inconsistent with the financial statements or our audit
knowledge.
Based solely on that work we have not identified
material misstatements in the other information.
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
disclosures in respect of emerging and principal risks and the
viability statement, and the financial statements and our audit
knowledge.
Based on those procedures, we have nothing material to add or
draw attention to in relation to:
the Directors’ confirmation within the viability statement
on
page 30 that they have carried out a robust assessment
of the emerging and principal risks facing the Company,
including those that would threaten its business model,
future performance, solvency and liquidity;
the Principal Risks, Uncertainties and Emerging Risks
disclosures describing these risks and how emerging risks
are identified, and explaining how they are being managed
and mitigated; and
the Directors’ explanation in the viability statement of how
they have assessed the prospects of the Company, over
what period they have done so and why they considered
that period to be appropriate, and their statement as
to whether they have a reasonable expectation that
the Company will be able to continue in operation and
meet its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our work is limited to assessing these matters in the context of
only the knowledge acquired during our financial statements
audit.
As we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the absence of anything to report on these
statements is not a guarantee as to the Company’s longer-term
viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
corporate governance disclosures and the financial statements
and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements
and our audit knowledge:
the Directors’ statement that they consider that the
annual report and financial statements taken as a whole
is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model and
strategy;
the section of the annual report describing the work of the
Audit and Risk Committee, including the significant issues
that the Audit and Risk committee considered in relation
to the financial statements, and how these issues were
addressed; and
the section of the annual report that describes the review
of the effectiveness of the Company’s risk management
and internal control systems.
7.
We have nothing to report on the
other matters on which we are
required to report by exception
Under the Companies (Jersey) Law 1991, we are required to
report to you if, in our opinion:
proper accounting records have not been kept by the
company, or
proper returns adequate for our audit have not been
received from branches not visited by us; or
the company’s accounts are not in agreement with the
accounting records and returns; or
we have not received all the information and explanations
we require for our audit.
We have nothing to report in these respects.
Independent Auditor’s Report to the Members of EJF Investments Limited
44
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 38,
the Directors are responsible for: the preparation of financial
statements that give a true and fair view; such internal control
as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error; assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters
related to going concern; and using the going concern basis of
accounting unless they either intend to liquidate the Company
or to cease operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue our opinion in an auditor’s report.
Reasonable assurance
is a high level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise
from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the
financial statements.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities.
9.
The purpose of our audit work and to
whom we owe our responsibilities
This report is made solely to the Company’s members, as a
body, in accordance with Article 113A of the Companies (Jersey)
Law 1991.
Our audit work has been undertaken so that we
might state to the Company’s members those matters we
are required to state to them in an auditor’s report and for no
other purpose.
To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
Company and the Company’s members, as a body, for our audit
work, for this report, or for the opinions we have formed.
Carla Cassidy
for and on behalf of KPMG LLP
Chartered Accountants and Recognised Auditor
15 Canada Square
London E14 5GL
27 March 2024
Independent Auditor’s Report to the Members of EJF Investments Limited
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
45
Independent Auditor’s Report
To EJF Investments Limited and the members of EJF Investments Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of EJF Investments Limited (“the Company”), which comprise the statements of financial
position as of 31 December 2023 and 2022, and the related statements of comprehensive income, changes in equity, and cash flows
for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company
as of 31 December 2023 and 2022, and the results of its operations and its cash flows for the year then ended in accordance with the
International Financial Reporting Standards as adopted by the International Accounting Standards Board.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”).
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities,
in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the
International Financial Reporting Standards as adopted by the International Accounting Standards, and for the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in
the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date
that the financial statements are available to be issued; to disclose, as applicable, matters related to going concern; and to use the
going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with
GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in
the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design
and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluate the overall presentation of the financial statements.
Independent Auditor’s Report to the Members of EJF Investments Limited
46
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt
about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
Other Information
Management is responsible for the other information included in the annual report. The other information comprises the
information included in the annual report but does not include the financial statements and our auditors’ report thereon. Our
opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of
assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether
a material inconsistency exists between the other information and the financial statements, or the other information otherwise
appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the
other information exists, we are required to describe it in our report.
The purpose of our audit work and to whom we owe our responsibilities.
Our report has been prepared for the Company solely in accordance with the terms of our engagement. Our report was designed to
meet the agreed requirements of the Company determined by the Company’s needs at the time. Our report should not therefore
be regarded as suitable to be used or relied on by any party wishing to acquire rights against us other than the Company for any
purpose or in any context.
Subject to the terms and conditions of our letter of engagement dated 8 September 2022 (“the Engagement Letter”), this report
is addressed to the members of the Company (“the Investors”), who may rely on this report under the Contracts (Rights of Third
Parties) Act 1999. The terms of the Engagement Letter are available to Investors on request.
This report should not be regarded as suitable to be used or relied on by any party wishing to acquire any rights against KPMG LLP,
other than the Company and the Investors for any purpose or in any context. Any party other than the Company or the Investors
who obtain access to this report or a copy and choose to rely on this report (or any part of it) will do so at its own risk. To the fullest
extent permitted by law, KPMG LLP, will accept no responsibility or liability in respect of this report to any other party.
London, United Kingdom
27 March 2024
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
47
Statement of Comprehensive Income
for the years ended 31 December 2023 and 31 December 2022
Notes
1 January 2023 to
31 December 2023
£
1 January 2022 to
31 December 2022
£
Dividend income
5
8,000,000
8,500,000
Net foreign exchange gain/(loss)
83
(439)
Net unrealised (loss)/gain on financial assets held at FVTPL
8
(12,977,243)
8,941,618
Total (loss)/income
(4,977,160)
17,441,179
Investment Management fee
16
(879,003)
(965,902)
Legal fees
(128,717)
(73,495)
Professional fees
(205,663)
(209,916)
Administration fees
(170,981)
(179,701)
Directors’ fees
16
(150,000)
(135,000)
Directors’ and professional indemnity insurance
16
(49,403)
(55,657)
Audit fees
6
(197,100)
(182,500)
Printing fees
(64,302)
(42,526)
Listing fees
(15,431)
(13,660)
Tax services fees
(6,202)
(24,547)
Other expenses
(2,329)
(18,940)
Total operating expenses
(1,869,131)
(1,901,844)
Expenses reimbursed by the Manager
16
612,234
546,976
Net operating expenses
(1,256,897)
(1,354,868)
Operating (loss)/profit
(6,234,057)
16,086,311
Finance costs
7
(1,749,483)
(1,831,236)
(Loss)/profit and total comprehensive (loss)/income for the year
attributable to Shareholders
(7,983,540)
14,255,075
Weighted average number of Ordinary Shares in issue during the year
17
61,145,198
61,145,198
Basic and diluted (loss)/earnings per Ordinary Share
17
(13.1)p
23.3p
All items in the above statement are derived from continuing operations. No operations were acquired or discontinued during the year.
The accompanying notes on pages 47 to 81 form an integral part of these Audited Financial Statements.
48
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Statement of Financial Position
as at 31 December 2023 and 31 December 2022
Notes
31 December 2023
£
31 December 2022
£
Non-current assets
Financial assets at FVTPL
8
121,682,398
131,959,641
Current assets
Cash and cash equivalents
660,830
359,298
Balance due from the Manager
16
196,733
348,345
Prepaid expenses
35,596
14,730
Total current assets
893,159
722,373
Total assets
122,575,557
132,682,014
Non-current liabilities
ZDP Shares
10
(24,076,047)
(19,666,072)
Current liabilities
Accounts payables and accrued expenses
9
(513,711)
(504,067)
Total current liabilities
(513,711)
(504,067)
Total liabilities
(24,589,758)
(20,170,139)
Net assets
97,985,799
112,511,875
Equity
Stated capital
11
85,254,127
85,254,127
Retained earnings
12,731,672
27,257,748
Total Equity
97,985,799
112,511,875
Number of Ordinary Shares in issue at year end (excluding treasury shares)
11
61,145,198
61,145,198
NAV per Ordinary Share
160p
184p
The Audited Financial Statements were approved and authorised for issue by the Board on 27 March 2024 and signed on its behalf by:
Alan Dunphy
Director
The accompanying notes on pages 47 to 81 form an integral part of these Audited Financial Statements.
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
49
Statement of Changes in Equity
for the years ended 31 December 2023 and 31 December 2022
For the year ended 31 December 2023
Notes
Number of
Ordinary Shares
Stated capital
£
Retained earnings
£
Net assets
attributable to
Shareholders
£
Balance at 1 January 2023
61,145,198
85,254,127
27,257,748
112,511,875
Total comprehensive loss for the year
attributable to Shareholders
-
-
(7,983,540)
(7,983,540)
Transactions with Shareholders
Dividends paid
12
-
-
(6,542,536)
(6,542,536)
Balance at 31 December 2023
61,145,198
85,254,127
12,731,672
97,985,799
For the year ended 31 December 2022
Notes
Number of
Ordinary Shares
Stated capital
£
Retained earnings
£
Net assets
attributable to
Shareholders
£
Balance at 1 January 2022
61,145,198
85,254,127
19,545,209
104,799,336
Total comprehensive income for the year
attributable to Shareholders
-
-
14,255,075
14,255,075
Transactions with Shareholders
Dividends paid
12
-
-
(6,542,536)
(6,542,536)
Balance at 31 December 2022
61,145,198
85,254,127
27,257,748
112,511,875
The accompanying notes on pages 47 to 81 form an integral part of these Audited Financial Statements.
50
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Statement of Cash Flows
for the years ended 31 December 2023 and 31 December 2022
Notes
1 January 2023 to
31 December 2023
£
1 January 2022 to
31 December 2022
£
Cash flows from operating activities
(Loss)/profit and total comprehensive (loss)/income for the year
(7,983,540)
14,255,075
Adjustments for:
Amortisation of ZDP Shares and issuance costs
7, 10
1,766,535
1,833,501
ZDP Shares issuance costs
10
(84,006)
(793,610)
Net unrealised loss/(gain) on financial assets held at FVTPL
8
12,977,243
(8,941,618)
Net foreign exchange (gain)/loss
(83)
439
Return of capital
8
-
6,500,000
Investment into EJFIH
8
(2,700,000)
-
Changes in net assets and liabilities
Balance due from the Manager
151,612
(18,634)
Prepaid expenses
(20,866)
3,300
Account payables and accrued expenses
9,644
55,558
Net cash generated from operating activities
4,116,539
12,894,011
Cash flow from financing activities
Redemption of ZDP Shares
10
-
(6,584,341)
Proceeds from issuance of 2025 ZDP Shares
10
2,727,446
-
Dividends paid
12
(6,542,536)
(6,542,536)
Net cash used in financing activities
(3,815,090)
(13,126,877)
Net increase/(decrease) in cash and cash equivalents
301,449
(232,866)
Cash and cash equivalents at the start of the year
359,298
592,603
Effect of movements in exchange rates on cash held
83
(439)
Cash and cash equivalents at the end of the year
660,830
359,298
The accompanying notes on pages 47 to 81 form an integral part of these Audited Financial Statements.
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
51
Notes to the Audited Financial Statements
for the year ended 31 December 2023
1.
General Information
EJFI is a closed-ended investment company incorporated with
limited liability in the Bailiwick of Jersey on 20 October 2016
under the provisions of the Companies Law with registration
number 122353 and is regulated as a collective investment fund
under the Collective Investment Funds (Jersey) Law 1988. The
Company’s registered office and principal place of business is
IFC1, The Esplanade, St. Helier, Jersey JE1 4BP, Channel Islands.
The principal legislation under which the Company operates is
the Companies Law. The Company’s stated capital comprises
Ordinary Shares admitted to trading on the SFS. The 2025 ZDP
Shares are also admitted to trading on the SFS.
The Company does not have a fixed life. Under the Company’s
Articles, on or about each fifth anniversary of the Company’s
Shares being admitted to trading on LSE, the Directors
shall procure that an EGM of the Company be convened at
which a Continuance Resolution will be proposed. The first
Continuance Resolution was passed at the Company’s EGM
held on 5 May 2022. The next Continuation Vote will take place
on or around 7 April 2027, being five years from the most recent
vote.
The Manager has been appointed by the Company to provide
management and investment management services and the
Administrator has been appointed to provide administration
services to the Company.
EJF holds 100% of the voting rights in the Manager. EJF is an
investment adviser principally located in the US and registered
as such with the SEC and as a CPO and CTA with the CFTC. The
Company has appointed the Manager to act as its AIFM for the
purposes of the AIFM Directive.
Additional information has been provided in Note 19 to allow
the Manager to avail of the audit exemption as prescribed in
Rule 206 (4)-2 of the US Investment Adviser Act 1940.
The Company has one subsidiary, EJFIH (incorporated on
9 June 2017), of which it owns 100% (31 December 2022: 100%)
of the share capital. Refer to note 13 for further information on
EJFIH and EJFIH’s subsidiaries and associates.
Through EJFIH, the Company primarily invests in opportunities
created by regulatory and structural changes impacting the
financial services sector. These opportunities can include
structured debt and equity, loans, bonds, preference shares,
convertible notes, European debt securities and private equity,
in both cash and synthetic formats issued by entities domiciled
in the US, UK and Europe.
2. Significant Accounting Policies
2.1 Basis of Preparation
(a) Statement of Compliance
The Audited Financial Statements of the Company have
been prepared in accordance with IFRS together with the
interpretations of the International Accounting Standards
and Standing Interpretations Committee as approved by the
International Accounting Standards Committee which remain
in effect. The Audited Financial Statements have been prepared
to give a true and fair view of the Company’s affairs and to
comply with the requirements of the Companies Law.
(b) Basis of measurement
These Audited Financial Statements have been prepared on the
historical cost basis except for the revaluation of financial assets
held at FVTPL.
(c) Going concern
Under the UK Code, voluntarily adopted by the Company,
and Companies Law, the Directors are required to satisfy
themselves that it is reasonable to assume that the Company
is a going concern and to identify any material uncertainties in
respect of the Company’s ability to continue as a going concern
for at least 12 months from the date of approving the financial
statements.
The Directors have performed a detailed assessment of the
Company’s ability to meet its liabilities as they fall due for the
period of at least twelve months from the date of approving the
Audited Financial Statements, including evaluating severe but
plausible downside scenarios of a significant reduction in the
liquidity, fair value and cash flow generation of its investments.
The assessment was completed with reference to the cash
position of the Group, the operating expenses and the potential
default risk of the investments held.
In light of the analysis, the Directors are satisfied that, at the
time of approving the Audited Financial Statements, there
is a reasonable expectation that based on the Company’s
performance and the future prospects of the Company, it will
have adequate resources to continue in operational existence
for a period of at least twelve months from the date of approval
of the Audited Financial Statements and have therefore
prepared the Audited Financial Statements on a going concern
basis.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
52
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
(d) Functional and presentation currency
The Company’s functional currency is Sterling, which the
Directors deem to be the currency of the primary economic
environment in which it operates, the currency in which
finance is raised, the currency in which distributions are
made, the currency in which investment management fees
are paid and ultimately the currency that would be returned
to Shareholders if the Company was wound up. The Group
enters into investment transactions that are denominated
in currencies other than the functional currency, primarily
in US Dollars and therefore is exposed to currency risk.
The Company’s performance is evaluated and reported to
Shareholders in Sterling and its liquidity is managed in Sterling.
Sterling is considered as the currency that most faithfully
represents the economic effects of the underlying transactions,
events and conditions. The Audited Financial Statements are
presented in Sterling, except where otherwise indicated, and
are rounded to the nearest pound.
(e) Standards and amendments to existing standards
effective from 1 January 2023
There are no standards, amendments to standards or
interpretations that are effective for annual periods beginning
on 1 January 2023 that have a material effect on the Audited
Financial Statements of the Company.
(f) Standards, amendments and interpretations issued
but not yet effective
Standards that become effective in future accounting periods and
have not been early adopted by the Company:
Standard
Effective for annual periods
beginning on or after
Amendments to IAS 1 - Non-
Current Liabilities with Covenants
and Classification of Liabilities as
Current or Non-current
1 January 2024
Amendments to IFRS 16 - Lease
Liability in a Sale and Leaseback
1 January 2024
Amendments to IAS 7 and IFRS 7
- Supplier Finance Arrangements
1 January 2024
Under the amendments to IAS 1 Presentation of Financial
Statements the classification of certain liabilities as current or
non-current may change (e.g., convertible debt). In addition,
companies may need to provide new disclosures for liabilities
subject to covenants. The Directors believe that the application
of this amendment will not have an impact on the Company’s
financial statements.
IFRS 16 Leases ended sale-and-leaseback transactions as an
off-balance sheet financing proposition. The deals themselves
are often highly structured and can be material, especially
for seller-lessees, and accounting for them can be complex.
Assessing whether a transaction qualifies for sale-and-
leaseback accounting under IFRS 16 is a key judgement. The
Directors believe that the application of this amendment will
not have an impact on the Company’s financial statements.
In response to investors’ calls for more transparency of supplier
finance arrangements’ impacts on the financial statements, IAS
7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures was amended. The amendments introduce
additional disclosure requirements for companies that enter
into these arrangements. The Directors believe that the
application of this amendment will not have an impact on the
Company’s financial statements.
A number of other new standards, amendments to standards
and interpretations have been issued, but are not yet effective
and have not been early adopted in preparing these Audited
Financial Statements. None of these are expected to have a
material effect on the Audited Financial Statements of the
Company.
2.2 Foreign Currency Translations
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of
the transactions. Foreign currency assets and liabilities are
translated into the functional currency using the exchange rate
prevailing at the Statement of Financial Position date.
Foreign exchange gains and losses arising from translation are
included in the Statement of Comprehensive Income.
Foreign exchange gains and losses relating to cash and cash
equivalents are presented in the Statement of Comprehensive
Income within ‘Net foreign exchange gain/(loss)’.
Foreign exchange gains and losses relating to the financial
assets and liabilities carried at FVTPL are presented in the
Statement of Comprehensive Income within ‘Net unrealised
(loss)/gain on financial assets held at FVTPL’.
2.3 Accounting for Subsidiaries
In accordance with IFRS 10 as amended, the Board has
determined that the Company meets the definition of an
investment entity which is exempted from the consolidation of
investment entity subsidiaries. EJFIH was established to hold
investments for the Company and to maximise the Company’s
investment returns. It does not represent a separate substantial
business activity.
The Company has been deemed to meet the definition of an
investment entity per IFRS 10 as the following conditions exist:
The Company has obtained funds from investors for
the purpose of providing investors with investment
management services.
The Company’s business purpose, which was
communicated directly to investors, is investing funds
solely for returns from capital appreciation and investment
income.
2.
Significant Accounting Policies (continued)
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
53
Financial assets held at FVTPL
The Company has been classified as an investment entity and
as such, its investment in EJFIH is held at FVTPL and measured
in accordance with the requirements of IFRS 9.
Cash and cash equivalents and receivables
(i)
Cash and cash equivalents
Cash comprises current deposits with banks. Cash equivalents
are short-term, highly liquid investments that are readily
convertible to known amounts of cash, are subject to an
insignificant risk of changes in value, and are held for the
purpose of meeting short-term cash commitments rather than
for investment or other purposes.
(ii)
Receivables
Receivables, including balance due from the Manager and
prepaid expenses, are balances that have been contracted for
but not yet delivered on the Statement of Financial Position
date. These financial assets are included in current assets,
except for maturities greater than twelve months after the
reporting date, which are classified as non-current assets.
On initial recognition, the Company classifies financial assets as
measured at amortised cost or FVTPL.
A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVTPL:
it is held within a business model whose objective is to
hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest.
Financial liabilities measured at amortised cost
These include trade payables and other short-term monetary
liabilities, which are initially recognised at fair value plus
transaction costs that are directly attributable to their
acquisition or issue. They are subsequently carried at amortised
cost.
ZDP Shares
In accordance with IAS 32, ZDP Shares have been disclosed as
a financial liability as the shares are redeemable at a fixed date
and holders are entitled to a final capital entitlement on the
repayment date. ZDP Shares are measured at amortised cost
using the effective interest rate method. Capitalised issue costs
are being amortised using the effective interest rate method.
Amortisation of the 2025 ZDP Shares issue costs is included in
finance costs.
(b) Recognition and initial measurement
Investments made by the Company in EJFIH are recognised
on the trade date when the Company becomes a party to the
contractual provisions of the financial instrument and are
measured initially at fair value.
All other financial assets (cash and cash equivalents, balance
due from Manager and prepaid expenses) and financial
liabilities (accounts payables and accrued expenses) are also
recorded on the trade date and recognised when the Company
becomes a party to the contractual provisions of the financial
The Company measures and evaluates all of its
investments on a fair value basis.
The Company obtains funding from a diverse group of external
Shareholders, to whom it has committed that its business
purpose is to invest funds solely for returns from capital
appreciation and investment income.
The Company owns 100% of the equity of the Subsidiary. The
Company is exposed to, and has rights to the returns from, the
Subsidiary and has the ability, either directly or through the
Manager, to affect the amount of its returns from the Subsidiary,
representing all the elements of control as prescribed by
IFRS 10.
The Subsidiary is used to acquire exposure to a portfolio
comprising a number of investments. The fair value method is
used to represent the Subsidiary’s performance in its internal
reporting to the Board, and to evaluate the performance of the
Subsidiary’s investments and to make investment decisions for
mature investments.
Those investments have documented maturity/redemption
dates or will be sold if other investments with a better risk/
reward profile are identified, which the Manager considers
demonstrate a clear exit strategy.
As a result, under the terms of IFRS 10, the Company does not
consolidate the Subsidiary, and must measure its investment
in the Subsidiary at FVTPL. The Company has determined that
the fair value of the Subsidiary is the Subsidiary’s NAV and
has concluded that the Subsidiary meets the definition of an
unconsolidated subsidiary under IFRS 12 and has made the
necessary disclosures (see notes 8 & 13 for further information).
Additionally, the Subsidiary has been deemed to meet the
definition of an investment entity per IFRS 10 as the above-
mentioned conditions are met.
2.4 Taxation
Under Article 123C of the Jersey Income Tax Law and on the
basis that the Company is tax resident in Jersey, the Company
is regarded as subject to Jersey income tax at a rate of 0%. The
Company is not subject to UK income tax or corporation tax.
The Company is deemed to be a non-US corporation for US tax
classification status.
2.5
Financial Instruments
(a) Classification
The Company classifies its financial assets and financial
liabilities in the following measurement categories:
those to be measured subsequently at fair value; and
those to be measured at amortised cost.
The classification depends on the Company’s business model
for managing the financial instruments and the contractual
terms of the cash flows.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
54
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
instrument and are measured initially at fair value adjusted for
transaction costs.
The Company offsets financial assets and financial liabilities
if the Company has a legally enforceable right to offset the
recognised amounts and interests and intends to settle on a net
basis or realise the asset and liability simultaneously.
(c)
Subsequent measurement of Financial Assets
Financial assets at FVTPL (“Investment in EJFIH”)
Subsequent to initial recognition, the Investment in EJFIH is
measured at each subsequent reporting date at FVTPL. The
Company holds all of the shares in EJFIH, which is a holding
vehicle used to hold the Company’s investments. EJFIH is
not traded and contains unobservable inputs and is therefore
classified as a Level 3 investment under IFRS 13. The Board
considers that the NAV of EJFIH is representative of its fair
value. EJFIH itself holds a number of Level 3 investments
which are also measured at fair value.
Changes in the fair value of financial assets held at FVTPL are
recognised in net gain or loss on financial assets held at FVTPL
in the Statement of Comprehensive Income as applicable.
Notes 8 and 14 provide an analysis of the financial assets and
financial liabilities of EJFIH on a look-through basis that ties to
the Company’s investment in financial assets at FVTPL.
Derivative financial instruments held by EJFIH
Derivatives are initially recognised at fair value at the date
a derivative contract is entered into and are subsequently
re-measured to their fair value at each financial reporting date.
The resulting gain or loss is recognised in EJFIH’s Statement
of Comprehensive Income immediately. Derivatives are
classified as financial assets or financial liabilities at FVTPL,
attributable transaction costs are recognised in the Statement of
Comprehensive Income when incurred. EJFIH holds derivative
financial instruments to minimise its exposure to foreign
exchange risks.
The derivative transactions are measured at their fair value at
the reporting date.
Cash and cash equivalents and receivables
Subsequent measurement of cash and cash equivalents
and receivables depends on the entity’s business model for
managing the asset and the cash flow characteristics of the
asset.
Assets that are held for collection of contractual cash flows
where those cash flows represent solely payments of principal
and interest are measured at amortised cost. Interest income
from these financial assets is included in finance income
using the effective interest rate method. Any gain or loss
arising on de-recognition is recognised directly in profit or loss
and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as
separate line item in the Statement of Comprehensive Income.
(d) Impairment
The Company assesses on a forward-looking basis the expected
credit loss associated with its cash and cash equivalents
and receivables carried at amortised cost. The impairment
methodology applied depends on whether there has been a
significant increase in credit risk or indicators of impairment.
For cash and cash equivalents and receivables, the Company
applies the simplified approach permitted by IFRS 9, which
requires expected 12-month losses to be recognised from initial
recognition of the receivables, see note 14 for further details.
(e)
De-recognition of Financial Assets and Financial
Liabilities
A financial asset (in whole or in part) is derecognised either:
when the Company has transferred substantially all the
risks and rewards of ownership; or
when it has neither transferred nor retained substantially
all the risks and rewards and when it no longer has control
over the assets or a portion of the asset; or
when the contractual right to receive cash flow has
expired.
A financial liability (in whole or in part) is derecognised when
the Company has extinguished its contractual obligations, it
expires or is cancelled. Any gain or loss on de-recognition is
taken to Statement of Comprehensive Income.
2.6 Dividend Income
Dividend income is recognised in the Statement of
Comprehensive Income on the date on which the right to
receive payment is established. This is usually the date on
which the directors of the relevant company approve the
payment of a dividend. Dividend income from EJFIH is
recognised in the Statement of Comprehensive Income as a
separate line item.
2.7 Interest Income and Expense
Interest income and expense are recognised as other income in
the Statement of Comprehensive Income, using the effective
interest method. The effective interest rate is the rate that
exactly discounts the estimated future cash payments and
receipts through the expected life of the financial instrument
(or, when appropriate, a shorter period) to the carrying amount
of the financial instrument on initial recognition.
2.8 Dividends Payable
Dividends declared and approved are charged against equity. A
corresponding liability is recognised for any unpaid dividends
prior to year-end. Dividends approved but not declared will be
disclosed in the notes to the Audited Financial Statements.
2.
Significant Accounting Policies (continued)
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
55
reporting purposes. The fair value of EJFIH is measured based
on the NAV of EJFIH. The estimate of the NAV of EJFIH relies
heavily on the estimate of the fair value of the underlying
assets and liabilities. EJFIH uses market-observable data to the
extent it is available to value its underlying assets and liabilities.
However, certain valuations use unobservable data which
involves more estimation uncertainty. The Manager has also
appointed a recognised independent valuation agent to provide
comfort over the valuations derived from models developed by
the Manager where appropriate.
The Manager works closely with the independent valuation
agent to establish the appropriate valuation techniques and
inputs to the models. The fair value of assets classified as
Level 3 is determined by the use of valuation techniques. The
selection of the appropriate valuation technique (including
the use of NAV and discounted cash flow analysis) and
the selection of unobservable inputs into those valuation
techniques requires judgement and estimation (see note 14 for
further information).
4. Segmental Reporting
IFRS 8 requires a “management approach”, under which
segment information is presented on the same basis as that
used for internal reporting purposes.
The Board has considered the requirements of IFRS 8
and is of the view that the Company is engaged in a single
segment of business via its investment in EJFIH mainly in
one geographical area, Jersey, and therefore the Company has
only a single operating segment.
2.9 Expenses
Fees and other operating expenses are recognised in the
Statement of Comprehensive Income on an accruals basis.
2.10 Ordinary Shares
The Ordinary Shares of the Company are classified as equity
based on the substance of the contractual arrangements and
in accordance with the definition of equity instruments under
IAS 32. The proceeds from the issue of Ordinary Shares are
recognised in the Statement of Changes in Equity, net of issue
costs.
Where the Company repurchases its own Ordinary Shares
(treasury shares), the consideration paid, including any directly
attributable costs, is deducted from equity attributable to the
Shareholders until the Ordinary Shares are cancelled, re-issued
or disposed of. Where such shares are subsequently sold
or reissued, any consideration received, net of any directly
attributable issue costs, is included in equity attributable to the
Shareholders.
3.
Use of Judgements and Estimates
In the application of the Company’s accounting policies,
the Board is required to make judgements, estimates and
assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates. The estimates
and underlying assumptions are reviewed on an ongoing basis.
The critical judgements and estimations at the Statement of
Financial Position date that the Directors have made in the
process of applying the Company’s accounting policies and that
have the most significant effect on the amounts recognised in
the Audited Financial Statements are as set out below:
(a) Significant Judgements
Non-consolidation of EJFIH
The Directors have used their judgement to determine that the
Company continues to meet the definition of an investment
entity as defined in IFRS 10.
As the Company satisfies the criteria for an investment entity
and has the typical characteristics of an investment entity
as explained in note 2.3 “Accounting for subsidiaries”, the
Board considers that the Company is an investment entity.
Accordingly, the Company’s subsidiary, EJFIH, has not been
consolidated but has been fair valued and accounted for at
FVTPL.
(b) Significant Estimates
Fair value measurements and valuation processes
The Company’s investment in EJFIH has been classified as a
Level 3 investment and is measured at fair value for financial
Notes to the Audited Financial Statements
for the year ended 31 December 2023
56
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
5. Dividend Income
The Company received the following dividends from EJFIH:
Date received
1 January 2023 to
31 December 2023
£
1 January 2022 to
31 December 2022
£
10 February 2022
-
2,100,000
27 April 2022
-
2,400,000
11 August 2022
-
2,000,000
15 November 2022
-
2,000,000
2 February 2023
2,000,000
-
3 May 2023
2,000,000
-
2 August 2023
2,000,000
-
7 November 2023
2,000,000
-
Total dividend income
8,000,000
8,500,000
6. Auditor’s Remuneration
The analysis of the Auditor’s remuneration is as follows:
1 January 2023 to
31 December 2023
£
1 January 2022 to
31 December 2022
£
Audit and audit related services
Annual audit
148,500
137,500
Audit related services - interim review
48,600
45,000
Total audit and audit related fees
197,100
182,500
7. Finance Costs
1 January 2023 to
31 December 2023
£
1 January 2022 to
31 December 2022
£
ZDP Shares finance costs and issue costs (see note 10)
1,766,535
1,833,501
Prime broker costs
4,980
3,508
Other interest
(22,032)
(5,773)
Total finance costs
1,749,483
1,831,236
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
57
8. Financial Assets at FVTPL
Investment in EJFIH
During the year ended 31 December 2023, the Company made a £2,700,000 investment in EJFIH (31 December 2022: £6,500,000
return of capital).
The investment in EJFIH is used to acquire exposure to a portfolio comprising a number of investments. The investment in EJFIH
is measured at FVTPL. The Company has determined that the fair value of EJFIH is its NAV.
Below is a summary of the movement in the investment in EJFIH, held by the Company:
31 December 2023
£
31 December 2022
£
Opening balance
131,959,641
129,518,023
Additions
1
2,700,000
-
Return of Capital
2
-
(6,500,000)
Net unrealised (loss)/gain on investment in EJFIH
(12,977,243)
8,941,618
Investment in EJFIH at FVTPL at the end of the year
121,682,398
131,959,641
1
On 6 March 2023, the Company subscribed for a further 2,700,000 ordinary shares in EJFIH at £1 each. This occurred following the issue of 2025 ZDP shares on
27 February 2023.
2
The return of capital from EJFIH to the Company was made in November 2022 in order to fully redeem the 2022 ZDP Shares.
On a look-through basis, the following table discloses EJFIH’s financial assets at FVTPL, which agrees to the Company’s financial
assets at FVTPL:
31 December 2023
£
31 December 2022
£
EJFIH’s investments at FVTPL:
Armadillo Portfolio
-
1,228,944
Investment in the Partnership
75,112,172
93,786,870
Investment in Seneca
9,470,083
11,177,335
Investment in the CDO Manager
6,045,335
8,052,203
CDO Securities
1,072,326
1,384,667
Preference Shares
1,119,497
1,426,829
European debt securities
821,306
2,552,965
US treasury bills
3,387,864
1,492,698
Investment in US bank debt
4,679,982
-
Net derivative financial assets/(liabilities) (note 14)
822,862
(932,866)
Total of EJFIH’s investments at FVTPL
102,531,427
120,169,645
EJFIH’s other assets and liabilities:
Cash
4,309,967
7,143,828
Cash equivalents held in money market fund
12,620,503
-
Cash held as margin
2,070,327
4,383,075
Other receivables
150,174
263,093
EJFIH’s NAV at the end of the year
121,682,398
131,959,641
Notes to the Audited Financial Statements
for the year ended 31 December 2023
58
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
8. Financial assets at FVTPL (continued)
(a) EJFIH’s Investments in Private Investment Entities
Investments in the Armadillo Portfolio
EJFIH was invested in partnership interests in the Armadillo Portfolio. The investment strategy of the Armadillo Portfolio was to
make high interest rate loans to third-party law firms engaged in mass tort litigation. This investment was fully exited in March
2023.
The following table summarises activity for the investment in the Armadillo Portfolio:
31 December 2023
£
31 December 2022
£
Opening balance
1,228,944
1,169,018
Distributions
(1,155,905)
-
Realised losses on distributions
1
(2,121,278)
-
Reversal of unrealised losses
1
2,048,239
-
Unrealised gains
1
-
59,926
Investments in the Armadillo Portfolio at FVTPL held by EJFIH
-
1,228,944
1
Includes fluctuations in foreign exchange rates.
Investment in the Partnership
As at 31 December 2023, EJFIH held 85% or 109,931,798 units (31 December 2022: EJFIH held 85% or 110,179,904 units) issued by
the Partnership. The Partnership’s purpose is to retain an interest of at least 5% in securitisations sponsored by EJF pursuant to
regulatory requirements within the Dodd-Frank reforms in the US and EU risk retention rules.
As at 31 December 2023, the remaining units outstanding are held by the Manager and EJF Investments GP Inc. and respectively
totalled 19,400,346 units (31 December 2022: 19,444,129 units) and 165 units (31 December 2022: 165 units).
The following table summarises activity for the investment in the Partnership:
31 December 2023
£
31 December 2022
£
Opening balance
93,786,870
88,051,619
Return of Capital
(200,225)
(5,843,994)
Distributions
(3,846,959)
(4,098,273)
Realised gains on distributions
1
3,860,187
4,101,109
Unrealised (losses)/gains
1
(18,487,701)
11,576,409
Investment in the Partnership at FVTPL held by EJFIH
75,112,172
93,786,870
1
Includes fluctuations in foreign exchange rates.
Investment in Seneca
EJFIH’s investments in private investment entities includes partnership and loan interests in Seneca. The investment strategy of
Seneca is to invest in MSRs.
MSRs represent a stream of servicing income attached to mortgages originated in the US, producing regular and predictable cash-
flows. Seneca only invests in MSRs originally attached to prime mortgages underwritten to Fannie Mae and Freddie Mac standards.
The following table summarises activity for the investment in Seneca:
31 December 2023
£
31 December 2022
£
Opening balance
11,177,335
6,671,007
Contributions
-
1,947,105
Distributions
(2,515,092)
(2,789,878)
Realised gains on distributions
1
449,706
595,054
Unrealised gains
1
358,134
4,754,047
Investment in Seneca at FVTPL held by EJFIH
9,470,083
11,177,335
1
Includes fluctuations in foreign exchange rates.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
59
(b) EJFIH’s Investment in Private Operating Company
Investment in the CDO Manager
The CDO Manager, which is 51% owned by the Manager and 49% owned by EJFIH, provides collateral management services to
various CDO structures. The CDO Manager provides such services directly to those CDO structures on commercially reasonable
terms. The CDO Manager is also expected to provide collateral management services to future EJF Securitisations as it will have
the benefit, for so long as the Manager is the manager of the Company, of a right of first refusal to be appointed as the provider
of collateral administration, monitoring and management services in respect of each EJF Securitisation. The CDO Manager may
also provide collateral management services to non-EJF securitisations. The CDO Manager is expected to benefit from collateral
management fees on all CDOs it services and manages until maturity of such CDOs.
The following table summarises activity for the investment in the CDO Manager:
31 December 2023
£
31 December 2022
£
Opening balance
8,052,203
8,711,100
Distributions
(2,005,468)
(655,078)
Unrealised losses
1
(1,400)
(3,819)
Investment in the CDO Manager at FVTPL held by EJFIH
6,045,335
8,052,203
1
Includes fluctuations in foreign exchange rates.
EJFIH through its 49% interest in the CDO Manager, has an exposure to the cash flows of four REIT TruPS CDO collateral
management contracts plus cash flow from TFINS 2017-2, TFINS 2018-1, TFINS 2018-2, TFINS 2019-1, TFINS 2019-2, TFINS 2020-1
and TFINS 2020-2. The CDO Manager has a total NAV of £12,337,418 as at 31 December 2023 (31 December 2022: £16,433,067).
The management fees of each REIT TruPS CDO collateral management contract vary, ranging from 15bps to 30bps of the
outstanding collateral balance. The TFINS 2017-2 securitisation produces management fees of 10bps on outstanding collateral. The
TFINS 2018-1, TFINS 2018-2, TFINS 2019-1 and TFINS 2019-2 securitisations produce management fees of 20bps on outstanding
collateral. TFINS 2020-1 and TFINS 2020-2 securitisations produce management fees of 30bps on outstanding collateral.
(c) EJFIH’s Investments in Trading Securities
CDO securities
EJFIH’s CDO Securities portfolio consists of REIT TruPS CDO Securities issued prior to the financial crisis by an unaffiliated third-
party sponsor. The remaining CDO security is generating current income. The bond holdings range from senior class A bonds to
subordinated class F bonds. For the year ended 31 December 2023, EJFIH accrued £178,357 (31 December 2022: EJFIH accrued
£147,136) of interest income presented as investment income in EJFIH.
The following table summarises activity for the investment in CDO Securities:
31 December 2023
£
31 December 2022
£
Opening balance
1,384,667
1,395,298
Unrealised losses from CDO Securities
1
(312,341)
(10,631)
CDO Securities at FVTPL held by EJFIH
1,072,326
1,384,667
1
Includes fluctuations in foreign exchange rates.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
60
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
8. Financial assets at FVTPL (continued)
Preference Shares
EJFIH owns an interest in a depositor vehicle which holds an interest in the TFINS 2017-2 Preference Shares originally issued as
part of the securitisation in October 2017.
The following table summarises activity for the investment in Preference Shares:
31 December 2023
£
31 December 2022
£
Opening balance
1,426,829
1,246,613
Unrealised (losses)/gains from Preference Shares
1
(307,332)
180,216
Preference Shares at FVTPL held by EJFIH
1,119,497
1,426,829
1
Includes fluctuations in foreign exchange rates.
European Debt securities
As at 31 December 2023, the Company, through its investment in EJFIH, was invested in a European debt security. This security is
denominated in USD and has a current coupon of 13.25%.
The following table summarises activity for the investment in European debt securities:
31 December 2023
£
31 December 2022
£
Opening balance
2,552,965
2,830,682
Additions
-
3,634,519
Disposals
(1,567,773)
(2,542,281)
Realised (losses)/gains on disposal
1
(1,803,625)
46,037
Unrealised gains/(losses)
1
1,639,739
(1,415,992)
European debt securities at FVTPL held by EJFIH
821,306
2,552,965
1
Includes fluctuations in foreign exchange rates.
US treasury bills
As at 31 December 2023, the Company, through its investment in EJFIH, was invested in US treasury bills. The securities have fixed
coupons between 2.75% and 4.25% and are due to mature between 2024 and 2032.
The following table summarises activity for the investment in US treasury bills:
31 December 2023
£
31 December 2022
£
Opening balance
1,492,698
-
Additions
2,064,668
1,616,533
Unrealised losses
1
(169,502)
(123,835)
US treasury bills at FVTPL held by EJFIH
3,387,864
1,492,698
1
Includes fluctuations in foreign exchange rates.
Investment in US bank debt
As at 31 December 2023, the Company, through its investment in EJFIH, was invested in US bank debt. The securities have fixed
coupons between 5.875% and 6.26% and are due to mature in 2027 and 2030.
The following table summarises activity for the investment in US Bank Debt:
31 December 2023
£
Opening balance
-
Additions
4,664,560
Unrealised gains
1
15,422
Investment in US bank debt at FVTPL held by EJFIH
4,679,982
1
Includes fluctuations in foreign exchange rates.
There were no investments held in US bank debt as at 31 December 2022.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
61
9. Accounts Payables and Accrued Expenses
31 December 2023
£
31 December 2022
£
Amount due to EJFIH
163
3,690
Management fee
208,423
239,750
Legal and professional fees
108,375
64,500
Audit fees
148,500
137,500
Sundry creditors
48,250
58,627
Total accounts payables and accrued expenses
513,711
504,067
The amount due to EJFIH is interest free and repayable on demand. The balance consists of amounts paid by EJFIH in respect of
the Company’s expenses.
10. ZDP Shares
On 1 December 2017, the Company issued 15,000,000 2022 ZDP Shares at a gross redemption yield of 5.75%.
On 17 June 2020, the Company issued 6,000,000 2025 ZDP Shares at a gross redemption yield of 7.00%. The 2025 ZDP Shares
were issued pursuant to the initial placing and offer for subscription at a price per 2025 ZDP Share of 100 pence. The holders of the
2025 ZDP Shares will have a final capital entitlement of 140 pence on the repayment date of 18 June 2025.
On 4 April 2022, the Company published the Prospectus containing details of the Rollover Offer.
On 5 May 2022, 10,021,292 2022 ZDP Shares were rolled into new 2025 ZDP Shares, representing approximately 66.8% of the total
number of 2022 ZDP Shares in issue. Each rolled 2022 ZDP Share converted into 1.09735 new 2025 ZDP Shares and 10,996,857 new
2025 ZDP Shares were issued. The holders of the 2022 ZDP Shares who elected to be repaid received a final capital entitlement of
132.25 pence on the repayment date of 30 November 2022. As at 31 December 2022, there were no 2022 ZDP Shares outstanding.
On 27 February 2023, 2,277,046 2025 ZDP Shares were issued at a ZDP Placing Price of 119.78 pence per share, raising gross
proceeds of approximately £2.73 million.
As at 31 December 2023, there were 19,273,903 (31 December 2022: 16,996,857) 2025 ZDP Shares outstanding.
Holders of ZDP Shares are not entitled to any dividends paid by the Company. The following table reconciles the liability for ZDP
Shares, held at amortised cost, for the reporting period.
2022 ZDP Shares
31 December 2023
£
2025 ZDP Shares
31 December 2023
£
2022 ZDP Shares
31 December 2022
£
2025 ZDP Shares
31 December 2022
£
Opening balance
-
19,666,072
18,725,704
6,484,818
Conversion of ZDP Shares
-
-
(12,845,292)
12,845,292
ZDP Shares Issue
-
2,727,446
-
-
ZDP Shares issuance costs
-
(84,006)
-
(793,610)
Amortisation of ZDP Shares, including finance costs and
issuance costs
-
1,766,535
703,929
1,129,572
Redemption of ZDP Shares
-
-
(6,584,341)
-
ZDP Shares closing balance
-
24,076,047
-
19,666,072
Notes to the Audited Financial Statements
for the year ended 31 December 2023
62
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
11. Stated Capital
Net assets attributable to Shareholders is represented by Ordinary Shares that carry one vote each and have equal voting rights.
Ordinary Shares are entitled to dividends when declared. The Company has no restrictions or specific capital requirements on the
issue and repurchase of Ordinary Shares.
The analysis of movements in the number of Ordinary Shares and the corresponding changes to the Company’s stated capital as a
result of transactions with Shareholders during the year were as follows:
Ordinary Shares issued and fully paid
Number of
Ordinary Shares
Stated Capital
£
Opening balance as at 1 January 2023 and 2022
61,145,198
85,254,127
Closing balance as at 31 December 2023 and 2022
61,145,198
85,254,127
As at 31 December 2023, the Company had 15,808,509 treasury shares (31 December 2022: 15,808,509).
12. Dividends Paid
The Company paid the following dividends on its Ordinary Shares during the year ended 31 December 2023:
Period to
Declared date
Ex-dividend date
Record date
Payment date
Dividend rate per
Ordinary Share
£
Net dividend paid
£
31 Dec 2022
26 Jan 2023
2 Feb 2023
6 Feb 2023
28 Feb 2023
0.02675
1,635,634
31 Mar 2023
26 Apr 2023
4 May 2023
9 May 2023
31 May 2023
0.02675
1,635,634
30 June 2023
27 Jul 2023
3 Aug 2023
7 Aug 2023
31 Aug 2023
0.02675
1,635,634
30 Sep 2023
25 Oct 2023
2 Nov 2023
6 Nov 2023
30 Nov 2023
0.02675
1,635,634
6,542,536
The Company paid the following dividends on its Ordinary Shares during the year ended 31 December 2022:
Period to
Declared date
Ex-dividend date
Record date
Payment date
Dividend rate per
Ordinary Share
£
Net dividend paid
£
31 Dec 2021
27 Jan 2022
3 Feb 2022
4 Feb 2022
28 Feb 2022
0.02675
1,635,634
31 Mar 2022
26 Apr 2022
5 May 2022
6 May 2022
31 May 2022
0.02675
1,635,634
30 June 2022
28 Jul 2022
4 Aug 2022
5 Aug 2022
31 Aug 2022
0.02675
1,635,634
30 Sep 2022
27 Oct 2022
3 Nov 2022
4 Nov 2022
30 Nov 2022
0.02675
1,635,634
6,542,536
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
63
13. Interest in Unconsolidated Subsidiaries and Associates
For the years ended 31 December 2023 and 31 December 2022, the table below discloses the unconsolidated subsidiaries and
associates in which the Company holds an interest, but does not consolidate in accordance with IFRS 12:
Name of entity
Type of entity
Principal place
of business
Purpose
Interest held by
the Company
Interest held
EJFIH
Private Company
Jersey
To hold a portfolio of investments in order to
generate capital appreciation and investment
income.
100%
Direct
Partnership
Limited Partnership
Delaware
To hold CDO Equity Tranches in order to
generate capital appreciation and investment
income.
85%
Indirect
CDO Manager
Limited Liability
Company
Delaware
To generate management fee income.
49%
Indirect
Armadillo I
Limited Partnership
Delaware
To generate income from high-yielding loans
to US law firms engaged in mass tort litigation.
Nil
1
(31 December
2022: 53.4%)
Indirect
Seneca
Limited Partnerships
Delaware
To generate income from MSRs.
100%
Indirect
1
This investment was fully exited in March 2023
14. Financial Risk Management
The Board has overall responsibility for the oversight of the Company’s risk management framework. The Company’s risk
management policies are established by the Manager to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly by
the Manager to reflect changes in market conditions and the Company’s activities. This note presents information about the
Company’s exposure to each of the financial risks, the Company’s objectives, policies and processes for measuring and managing
risk, and the Company’s management of capital.
The Company is exposed to a number of risks through its investment in EJFIH. The risks set out below relate to those risks faced by
the Company through its underlying investments.
(a) Market Risk
Market risk is the risk that changes in market prices such as interest rates, foreign exchange rates, other price risk and credit spreads
will affect the Company’s income and/or the value of its holding in EJFIH. The changes in credit spreads affect EJFIH’s net equity or
net income, and hence the value of the Company’s investment in EJFIH.
The Company’s exposure to market risk comes mainly from movements in the value of its investment in EJFIH and on a look-
through basis to the underlying investments in its portfolio.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters while
optimising the return on risk. The Company’s strategy for the management of market risk is driven by the Company’s investment
objective. The Company seeks to generate attractive risk-adjusted returns for its Shareholders, by investing in opportunities
created by regulatory and structural changes impacting the financial services sector. These opportunities are anticipated to include
structured debt and equity, loans, bonds, preference shares, convertible notes and private equity, in both cash and synthetic
formats, and may be issued by entities domiciled in the US, UK and Europe. The various components of the Company’s market risk
are managed on an ongoing basis by the Manager in accordance with policies and procedures in place, as detailed below.
In addition, the Company, through EJFIH, intends to mitigate market risk generally by not making investments that would cause it
to have exposure to any one individual asset exceeding:
20% of the Company’s gross assets invested in any single capital solutions, ABS investment or Specialty Finance Investment
at the time of investment; and
25% of the Company’s gross assets in any single non-EJF sponsored Risk Retention Investment.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
64
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
14. Financial Risk Management (continued)
The Company’s position exposure is monitored on an ongoing basis by the Manager and reviewed on a quarterly basis by the
Board and the Administrator.
Interest rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s interest-bearing financial assets and liabilities expose the Company to risks associated with the
effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows.
The Group is exposed to the risk that the fair value of their investments or future cash flows of the financial instruments will
fluctuate as a result of changes in market interest rates. The Group is also exposed to interest rate risk in respect of their cash and
cash equivalents.
The Manager assesses interest rate risk on an ongoing basis and may, if deemed necessary, choose to utilise appropriate strategies
to manage interest rate risk using, for example, interest rate swaps.
Sensitivity Analysis
The weighted average effective duration of the interest-bearing investments has been used to identify the potential NAV impact of
a 0.25% parallel shift in the relevant reference rate curve.
The percentage has been determined as reasonably possible by the Directors based on potential volatility due to changes in
interest reference rates.
31 December 2023
Change in fair value
Change in rate
0.25%
(0.25)%
NAV
£(387,810)
£387,810
31 December 2022
Change in fair value
Change in rate
0.25%
(0.25)%
NAV
£(348,165)
£348,165
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rates.
The Group is directly exposed to currency risk in respect of its cash and cash equivalents and derivatives denominated in
currencies other than Sterling, and its investments.
The Group enters into transactions that are denominated in currencies other than their functional currency, primarily in US Dollar.
Consequently, the Group is exposed to risk that the exchange rate of its currency relative to other foreign currencies may change
in a manner that has an adverse effect on the fair value or future cash flows of financial assets or financial liabilities denominated in
currencies other than Sterling.
The Manager monitors the exposure to foreign currencies and reports to the Board monthly. The Manager measures the risk of the
foreign currency exposure by considering the effect on the NAV and income of a movement in the rates of exchange to which the
assets, liabilities, income and expenses are exposed.
There were no forward foreign exchange derivatives held by the Company during the years ended 31 December 2023 and
31 December 2022.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
65
As at 31 December 2023 and 31 December 2022, the following forward foreign exchange contracts were held by EJFIH and are
included within the financial liabilities of EJFIH:
Maturity date
Counterparty
Contract amount
(GBP)
Buy
Sell
31 December 2023
£
6 February 2024
Citibank N.A.
29,150,847
GBP
USD
257,382
7 February 2024
Citibank N.A.
9,268,068
GBP
USD
81,874
13 February 2024
Citibank N.A.
29,376,078
GBP
USD
483,606
Derivative financial assets held by EJFIH
822,862
Maturity date
Counterparty
Contract amount
(GBP)
Buy
Sell
31 December 2022
£
21 February 2023
Citibank N.A.
8,400,000
GBP
USD
(1,272,206)
16 March 2023
Citibank N.A.
30,562,246
GBP
USD
172,837
23 March 2023
Citibank N.A.
30,554,633
GBP
USD
166,503
Derivative financial liabilities held by EJFIH
(932,866)
The carrying amount of the Group’s financial assets in individual foreign currencies as well as the amount of the foreign exchange
contracts, expressed in Sterling and as a percentage of its net assets, was as follows:
31 December 2023
Currency
£
% of net assets
US Dollar – financial assets
119,427,055
122%
US Dollar – foreign exchange contracts
(67,794,993)
(69)%
Euro
218,879
0%
31 December 2022
Currency
£
% of net assets
US Dollar – financial assets
129,403,727
115%
US Dollar – foreign exchange contracts
(69,516,879)
(62)%
Euro
3,207,360
3%
Sensitivity analysis
The table below sets out the effect on the net assets/increase in net assets attributable to holders of tradable Ordinary Shares of a
reasonably possible weakening of Sterling against the US Dollar by 10% as at 31 December 2023 (31 December 2022: 10%). 10% is
considered to continue to be deemed reasonable as it reflects past experience.
The analysis includes the impact of foreign exchange contracts held by the Group but assumes that all other variables, in particular
interest rates, remain constant.
31 December 2023
31 December 2022
Effect in Sterling
£5,736,896
£6,654,094
1
Effect as % of net assets attributable to the holders of tradable Ordinary Shares
6%
6%
1
1
In the financial statements for the year ended 31 December 2022, the analysis did not include the impact of foreign exchange contracts held by the Group.
The analysis as at 31 December 2022 has been re-presented to deduct the foreign exchange contracts held by the Group as at 31 December 2022 in line with
31 December 2023 presentation.
The table below sets out the effect on the net assets/decrease in net assets attributable to holders of tradable Ordinary Shares of a
reasonably possible strengthening of Sterling against the US Dollar by 10% as at 31 December 2023 (10% as at 31 December 2022).
31 December 2023
31 December 2022
Effect in Sterling
£(4,693,824)
£(5,444,259)
1
Effect as % of net assets attributable to the holders of tradable Ordinary Shares
(5)%
(5)%
1
1
In the financial statements for the year ended 31 December 2022, the analysis did not include the impact of foreign exchange contracts held by the Group.
The analysis as at 31 December 2022 has been re-presented to deduct the foreign exchange contracts held by the Group as at 31 December 2022 in line with
31 December 2023 presentation.
No sensitivity analysis has been performed for financial assets denominated in Euro as the balance is not significant.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
66
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
14. Financial Risk Management (continued)
Other Price Risk
Other price risk is the risk that the fair value of the investment in EJFIH will fluctuate as a result of changes in market prices (other
than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment or its
issuer or factors affecting all instruments traded in the market.
Price risk is managed by the Manager by diversifying the portfolio geographically across the US, the UK and Europe, through
holding diversified collateral in the underlying securitisations. Also, if the price risk is not in accordance with the Investment Policy
or guidelines of the Company, then the Manager is required to rebalance the portfolio prior to the end of the reporting period
following each determination of such occurrence.
Exposure
The following table sets out the concentration of the portfolio profile which shows the total exposure to market risk, held by the
Group at the reporting date.
31 December 2023
31 December 2022
£
%
£
%
Armadillo Portfolio
-
-
1,228,944
1
Investment in the Partnership
1
75,112,172
60
93,786,870
71
Investment in Seneca
9,470,083
8
11,177,335
9
Investment in CDO Manager
6,045,335
5
8,052,203
6
CDO Securities
1,072,326
1
1,384,667
1
Preference Shares
1,119,497
1
1,426,829
1
European debt securities
821,306
1
2,552,965
2
US treasury bills
3,387,864
3
1,492,698
1
Investment in US bank debt
4,679,982
4
-
-
Net derivative financial assets/(liabilities) (note 14)
822,862
1
(932,866)
(1)
Financial assets and liabilities at FVTPL
102,531,427
84
120,169,645
91
Cash
4,309,967
4
7,143,828
6
Cash equivalents held in money market fund
12,620,503
10
-
-
Cash held as margin
2,070,327
2
4,383,075
3
Other receivables
150,174
-
263,093
-
Investment in EJFIH
121,682,398
100
131,959,641
100
1
See table below.
The Partnership includes the following underlying CDO Equity Tranche positions:
31 December 2023
31 December 2022
£
£
TFINS 2017-2
11,617,312
14,456,262
TFINS 2018-1
16,166,915
22,066,685
TFINS 2018-2
12,559,893
16,244,931
TFINS 2019-1
11,759,665
14,799,555
TFINS 2019-2
12,158,039
15,332,045
TFINS 2020-1
12,424,397
13,779,690
TFINS 2020-2
7,453,122
8,607,907
Investments held by the Partnership
84,139,343
105,287,075
Other net assets
4,227,918
5,050,419
NAV of the Partnership
88,367,261
110,337,494
The fair value of EJFIH’s investment in the Partnership and percentage of the Company’s NAV is detailed below:
31 December 2023
31 December 2022
Fair value
% of NAV
Fair value
% of NAV
£75,112,172
1
77
£93,786,870
83
1
As at 31 December 2023, EJFIH held 85% (31 December 2022: 85%) of the units issued by the Partnership and the fair value of EJFIH’s investment in the
Partnership is calculated as 85% of the NAV of the Partnership.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
67
requires varying degrees of judgement depending on liquidity,
uncertainty of market factors, pricing assumptions and other
risks affecting the specific instrument.
Valuation techniques include net present value and discounted
cash flow models, comparison with similar instruments for
which observable market prices exist and other valuation
models. Assumptions and inputs used in valuation techniques
include risk-free and benchmark interest rates, credit spreads
and other premia used in estimating discount rates, bond and
equity prices, foreign currency exchange rates, equity indices,
EBITDA multiples and revenue multiples and expected price
volatilities and correlations.
The objective of valuation techniques is to arrive at a fair value
measurement that reflects the price that would be received
to sell the asset or paid to transfer the liability in an orderly
transaction between market participants at the measurement
date. The Company uses widely recognised valuation models
for determining the fair value of common and simple financial
instruments, such as interest rate and currency swaps that use
only observable market data and require little management
judgement and estimation. Observable prices and model
inputs are usually available in the market for listed debt and
equity securities, exchange traded derivatives and simple
OTC derivatives such as interest rate swaps. The availability of
observable market prices and model inputs reduces the need
for management judgement and estimation and reduces the
uncertainty associated with the determination of fair values.
The availability of observable market prices and inputs varies
depending on the products and markets and is prone to
changes based on specific events and general conditions in the
financial markets.
For more complex instruments, the Company uses proprietary
valuation models, which are developed from discounted
cash flow models. Some or all of the significant inputs into
these models may not be observable in the market and are
derived from market prices or rates or are estimated based on
assumptions.
Valuation models that employ significant unobservable
inputs require a higher degree of management judgement and
estimation in the determination of fair value. Management
judgement and estimation are usually required for the selection
of the appropriate valuation model to be used, determination
of expected future cash flows on the financial instrument being
valued, determination of the probability of counterparty default
and prepayments and selection of appropriate discount rates.
Fair value estimates obtained from models are adjusted for
any other factors, such as liquidity risk or model uncertainties,
to the extent that the Company believe that a third-party
market participant would take them into account in pricing a
transaction. Fair values reflect the credit risk of the instrument
and include adjustments to take account of the credit risk of
the Company and the counterparty where appropriate. For
measuring derivatives that might change classification from
being an asset to a liability or vice versa, such as interest rate
Fair Value of Financial Instruments
The Company holds all of the shares in EJFIH, a holding vehicle
used to hold the Company’s investments. The Board believes
it is appropriate to value this entity based on the fair value of
its portfolio of investment assets held plus its other assets and
liabilities.
Valuation Models
IFRS 13 requires disclosure of fair value measurement by level.
The level of financial assets or financial liabilities within the
fair value hierarchy is determined on the basis of the lowest
level input that is significant to the fair value measurement.
The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). The three levels of the fair value
hierarchy under IFRS 13 are as follows:
Level 1
Inputs that are quoted market prices (unadjusted) in
active markets for identical instruments.
Level 2
Inputs other than quoted prices included within Level
1 that are observable either directly (i.e. as prices) or
indirectly (i.e. derived from prices). This category
includes instruments valued using: quoted market
prices in active markets for similar instruments;
quoted prices for identical or similar instruments in
markets that are considered less than active; or other
valuation techniques in which all significant inputs
are directly or indirectly observable from market data.
Level 3
Inputs that are unobservable. This category includes
all instruments for which the valuation technique
includes inputs not based on observable data and
the unobservable inputs have a significant effect on
the instrument’s valuation. This category includes
instruments that are valued based on quoted prices
for similar instruments but for which significant
unobservable adjustments or assumptions
are required to reflect differences between the
instruments.
The Company’s investment in EJFIH, through the acquisition
of shares, is classified within Level 3, as it is not traded and
contains unobservable inputs. The Board considers that the
NAV of EJFIH is representative of its fair value.
The investments held by EJFIH in the underlying portfolio are
measured as below:
The fair values of financial assets and financial liabilities that are
traded in active markets are based on prices obtained directly
from an exchange on which the instruments are traded or
obtained from a broker that provides an unadjusted quoted
price from an active market for identical instruments. For all
other financial instruments, the Company determines fair
values using other valuation techniques.
For financial instruments that trade infrequently and have
little price transparency, fair value is less objective and
Notes to the Audited Financial Statements
for the year ended 31 December 2023
68
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
swaps, fair values include adjustment for both own credit risk
and counterparty credit risk.
The Manager has also appointed a recognised independent
valuation agent to provide comfort over the valuations derived
from models developed by the Manager where appropriate.
Valuation Approach for specific Instruments
Foreign currency forward contracts
The fair value of the foreign currency forward contracts is
determined using quoted mid forward exchange rates at the
reporting date.
Valuation Approach for specific Instruments held
through the Group
Investments in private investment entities and private operating
companies
The fair value of investments in the private investment entities
and private operating company is determined using the NAV
of the entity (Level 3 valuation). The NAV is used when the
units or partnership interests in a fund are redeemable at the
reportable NAV at, or approximately at, the measurement date.
If this is not the case, then NAV is used as a valuation input and
an adjustment is applied for lack of marketability/restricted
redemptions. This adjustment is based on management
judgement after considering the period of restrictions and the
nature of the underlying investments. No such adjustment was
deemed necessary for the years ended 31 December 2023 and
31 December 2022.
Investments trading securities
As at 31 December 2023 and 31 December 2022, the investment
portfolio included bonds issued by Kodiak, Attentus and
Taberna, which are unaffiliated third-party CDO sponsors.
These distressed bonds are valued at their clean prices
(including any expected interest accruals).
The fair value of distressed bonds is determined by the
Manager using acceptable probability based discounted cash
flow methodologies.
Valuation Framework
The Company has an established control framework with
respect to the measurement of fair values. This framework
includes the Manager’s valuation committee, which operates
independently of the Manager’s investment team, and feeds
into the monthly NAV process for review by the Board and
has overall responsibility for fair value measurements. Specific
controls include:
verification of observable pricing inputs;
re-performance of model valuations;
a review and approval process for new models and
changes to such models;
analysis and investigation of significant valuation
movements; and
review of unobservable inputs and valuation adjustments.
When third party information, such as broker quotes or pricing
services, is used to measure fair value, the portfolio valuation
function assesses the evidence obtained from the third parties
to support the conclusion that these valuations meet the
requirements of IFRS, including the level in the fair value
hierarchy in which the valuations should be classified. This
includes:
verifying that the broker or pricing service is approved by
the Manager for use in pricing the relevant type of financial
instrument;
understanding how the fair value has been arrived at
and the extent to which it represents actual market
transactions and whether it represents a quoted price in an
active market for an identical instrument;
when prices for similar instruments are used to measure
fair value, understanding how these prices have been
adjusted to reflect the characteristics of the instrument
subject to measurement; and
if a number of quotes for the same financial instrument
have been obtained, then understanding how fair value
has been determined using those quotes.
For underlying instruments not traded in an active market and
defined as Level 3 investments, the fair value is determined
by using appropriate valuation techniques. Management also
makes estimates and assumptions concerning the future. The
resulting accounting estimates will by definition, seldom equal
the related actual results. The estimates and assumptions that
have a significant risk of causing a material adjustment to the
carrying amounts of assets are outlined below.
Fair Value Hierarchy—Financial Assets at FVTPL held by
the Company
Investments classified within Level 3 have significant
unobservable inputs, as they trade infrequently. Level 3
instruments include private equity and CDO Securities. As
observable prices are not available for these securities, the
Company has used valuation techniques to derive the fair
value.
The Company’s investment in EJFIH is classified within Level 3,
as it is not traded and contains unobservable inputs. The Board
considers that the NAV of EJFIH is representative of its fair
value.
The table below analyses financial instruments, held by the
Company, measured at fair value at the reporting date by
the level in the fair value hierarchy into which the fair value
measurement is categorised. The amounts are based on the
values recognised in the Statement of Financial Position as
at 31 December 2023 and 31 December 2022. All fair value
measurements below are recurring.
14. Financial Risk Management (continued)
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
69
As at 31 December 2023
Level 1
£
Level 2
£
Level 3
£
Investment held in EJFIH
-
-
121,682,398
Financial assets at FVTPL
-
-
121,682,398
As at 31 December 2022
Level 1
£
Level 2
£
Level 3
£
Investment held in EJFIH
-
-
131,959,641
Financial assets at FVTPL
-
-
131,959,641
The following table shows the movement of level 3 assets during the years ended 31 December 2023 and 31 December 2022:
Opening fair value
1 January
2023
£
Additions
£
Realised gains
£
Unrealised losses
£
Return of
capital
£
Ending fair value
31 December
2023
£
EJFIH
131,959,641
2,700,000
-
(12,977,243)
-
121,682,398
Total financial assets
131,959,641
2,700,000
-
(12,977,243)
-
121,682,398
Opening fair value
1 January
2022
£
Additions
£
Realised gains
£
Unrealised gains
£
Return of
capital
£
Ending fair value
31 December
2022
£
EJFIH
129,518,023
-
-
8,941,618
(6,500,000)
131,959,641
Total financial assets
129,518,023
-
-
8,941,618
(6,500,000)
131,959,641
Fair Value Hierarchy—Financial Assets at FVTPL held by EJFIH
The tables below are supplemental disclosures of the financial instruments, held by EJFIH, measured at fair value at the reporting
date by the level in the fair value hierarchy into which the fair value measurement is categorised. The amounts are based on
the values recognised in the Statement of Financial Position as at 31 December 2023 and 31 December 2022. All fair value
measurements below are recurring.
As at 31 December 2023
Level 1
£
Level 2
£
Level 3
£
Investment in the Partnership
-
-
75,112,172
Investment in Seneca
-
-
9,470,083
Investment in the CDO Manager
-
-
6,045,335
CDO securities
-
-
1,072,326
Investment in Preference Shares
-
-
1,119,497
European debt securities
-
821,306
-
US treasury bills
3,387,864
-
-
Investment in US bank debt
-
4,679,982
-
Derivative financial assets
-
822,862
-
Financial assets at FVTPL
3,387,864
6,324,150
92,819,413
During the year ended 31 December 2023, there were no reclassifications between levels of the fair value hierarchy.
As at 31 December 2022
Level 1
£
Level 2
£
Level 3
£
Armadillo Portfolio
-
-
1,228,944
Investment in the Partnership
-
-
93,786,870
Investment in Seneca
-
-
11,177,335
Investment in the CDO Manager
-
-
8,052,203
CDO securities
-
-
1,384,667
Investment in Preference Shares
-
-
1,426,829
European debt securities
-
2,552,965
-
US treasury bills
1,492,698
-
-
Financial assets at FVTPL
1,492,698
2,552,965
117,056,848
Notes to the Audited Financial Statements
for the year ended 31 December 2023
70
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Level 1
£
Level 2
£
Level 3
£
Derivative financial liabilities
-
(932,866)
-
Financial liabilities at FVTPL
-
(932,866)
-
During the year ended 31 December 2022, there were no reclassifications between levels of the fair value hierarchy.
Level 3 Reconciliation
The following table show a reconciliation of all movements in the fair value of financial assets held at FVTPL by EJFIH and
categorised within level 3 for the year ended 31 December 2023:
Opening fair
value as at
1 January
2023
£
Additions
£
Realised gains/
(losses)
£
Unrealised gains/
(losses)
£
Disposals and
distributions
£
Ending fair
value as at
31 December
2023
£
Armadillo Portfolio
1,228,944
-
(2,121,278)
2,048,239
(1,155,905)
-
Investments in the Partnership
93,786,870
-
3,860,187
(18,487,701)
(4,047,184)
75,112,172
Investment in Seneca
11,177,335
-
449,706
358,134
(2,515,092)
9,470,083
Investment in CDO Manager
8,052,203
-
-
(1,400)
(2,005,468)
6,045,335
CDO securities
1,384,667
-
-
(312,341)
-
1,072,326
Investment in Preference Shares
1,426,829
-
-
(307,332)
-
1,119,497
Total financial assets
117,056,848
-
2,188,615
(16,702,401)
(9,723,649)
92,819,413
The following table is for the year ended 31 December 2022:
Opening fair
value as at
1 January
2022
£
Additions
£
Realised gains
£
Unrealised gains/
(losses)
£
Disposals and
distributions
£
Ending fair
value as at
31 December
2022
£
Armadillo Portfolio
1,169,018
-
-
59,926
-
1,228,944
Investments in the Partnership
88,051,619
-
4,101,109
11,576,409
(9,942,267)
93,786,870
Investment in Seneca
6,671,007
1,947,105
595,054
4,754,047
(2,789,878)
11,177,335
Investment in CDO Manager
8,711,100
-
-
(3,819)
(655,078)
8,052,203
CDO securities
1,395,298
-
-
(10,631)
-
1,384,667
Investment in Preference Shares
1,246,613
-
-
180,216
-
1,426,829
Total financial assets
107,244,655
1,947,105
4,696,163
16,556,148
(13,387,223)
117,056,848
Significant unobservable inputs used in measuring fair value held by the Company – Level 3
The following table shows the sensitivity of fair values in Level 3 to the NAV of the investment in EJFIH.
Financial assets
Company
fair value as at
31 December 2023
£
Company
fair value as at
31 December 2022
£
Valuation techniques and inputs
Significant unobservable inputs
Investment in EJFIH
121,682,398
131,959,641
NAV of EJFIH
The NAV of EJFIH is calculated
under IFRS
Sensitivity analysis for significant changes for unobservable inputs within Level 3 hierarchy
There are a number of unobservable inputs and assumptions used in the valuation of the EJFIH investments. Changes in any of
these inputs and assumptions will have an impact on the valuation of these investments. The table below assumes the overall
valuation changed by 10% and that the portfolio of investments is correlated to this overall movement in valuations. The overall
impact of 10% has been selected as this is considered reasonable given the current level of volatility observed both on a historical
basis and market expectations for future movements.
Financial assets
31 December 2023
£
31 December 2022
£
Investment in EJFIH
121,682,398
131,959,641
Increase by 10%
133,850,638
145,155,605
Decrease by 10%
109,514,158
118,763,677
14. Financial Risk Management (continued)
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
71
However, this level of correlation is not possible. Certain underlying investments in EJFIH will be sensitive to lesser/greater
changes as well as certain inputs and assumptions will be sensitive at lesser/greater degree. The table below shows a further
sensitivity of the Investment in EJFIH on the basis of:
Investment in CDO Manager: 10% movement in discount rate, being one of the key inputs used in valuation of CDO
Management contracts held by the CDO Manager;
Investment in Partnership, Preference Shares, European debt securities, US treasury bills, Investment in US bank debt and
CDO Securities: 10% movement in clean broker quotes of instruments held via the Partnership as well as directly by EJFIH;
Investment in Seneca: 10% movement in overall valuation; and
the value of all other assets and liabilities (which are not level 3 and therefore not valued by reference to unobservable inputs
and assumptions) held by EJFIH, the Partnership and CDO Manager remaining constant.
31 December 2023
£
Increase by 10%
£
Decrease by 10%
£
Investment in the Partnership
75,112,172
82,264,016
67,960,328
Investment in Seneca
9,470,083
10,417,091
8,523,075
Investment in CDO Manager
6,045,335
6,263,396
5,837,500
CDO securities
1,072,326
1,179,559
965,093
Preference Shares
1,119,497
1,231,447
1,007,547
European debt securities
821,306
903,437
739,175
US treasury bills
3,387,864
3,726,650
3,049,078
Investment in US bank debt
4,679,982
5,147,980
4,211,984
Derivative financial assets (note 14)
822,862
822,862
822,862
Investments at FVTPL in EJFIH
102,531,427
111,956,438
93,116,642
Cash
4,309,967
4,309,967
4,309,967
Cash equivalents held in money market fund
12,620,503
12,620,503
12,620,503
Cash equivalents held as margin
2,070,327
2,070,327
2,070,327
Other receivables
150,174
150,174
150,174
Investment in EJFIH
121,682,398
131,107,409
112,267,613
Significant unobservable inputs used in measuring fair value held by EJFIH – Level 3
The estimated fair values of EJFIH’s investment in the CDO Manager was determined through the employment of discounted cash
flow and methodology and the use of unobservable inputs as at 31 December 2023 and 31 December 2022.
Projected cash flows were calculated using a third-party provider of cash flow information for structured securities for each CDO
contract. Key assumptions included: prepayment assumptions, default rates and loss severity, recovery lags, and the discount rate.
These inputs were based on internal assumptions and market participant benchmarks for comparable bonds. An independent
valuation agent was used to provide a final valuation report for CDO Manager.
EJFIH’s remaining Level 3 investments have been valued using broker quotes or the EJFIH’s proportionate share of the NAV of the
entity.
(b) Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it
has entered into with the Group or a vehicle in which the Group invests, resulting in a financial loss to the Company. It arises
principally from debt securities, derivative financial assets and cash and cash equivalents. For risk management reporting
purposes, the Company considers and aggregates all elements of credit risk exposure (such as individual obligation default risk,
country risk and sector risk).
Credit risk is monitored on an ongoing basis by the Manager in accordance with the policies and procedures in place. The Manager
monitors the Group’s cash activity, concentrations of deposits with counterparties and the creditworthiness of said counterparties
and obtained periodic collateral assessments from an affiliate managing Armadillo Portfolio’s loan portfolio up to March 2023. The
Company’s credit risk is monitored on a quarterly basis by the Board. If the credit risk is not in accordance with the Investment
Policy or guidelines of the Company, then the Manager is obliged to address the impact and to liquidate holdings within a
reasonable amount of time, however as EJFIH’s portfolio assets are generally illiquid in nature more time may be required to
address the impact the credit risk has on any such illiquid assets.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
72
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
EJFIH’s activities may give rise to settlement risk. Settlement risk is the risk of loss due to the failure of an entity to honour its
obligations to deliver cash, securities or other assets as contractually agreed. For the majority of transactions, the Manager mitigates
this risk by conducting settlements through a broker to ensure that a trade is settled only when both parties have fulfilled their
contractual settlement obligations. Settlement limits form part of the credit approval and limit monitoring processes described
below.
In the opinion of the Board, the carrying amount of financial assets best represent the maximum credit risk exposure to the
Company. The Company’s financial assets exposure to credit risk amounted to the following:
31 December 2023
£
31 December 2022
£
Armadillo Portfolio
-
1,228,944
Investment in the Partnership
75,112,172
93,786,870
Investment in Seneca
9,470,083
11,177,335
Investment in CDO Manager
6,045,335
8,052,203
CDO securities
1,072,326
1,384,667
Preference Shares
1,119,497
1,426,829
European debt securities
821,306
2,552,965
US treasury bills
3,387,864
1,492,698
Investment in US bank debt
4,679,982
-
Derivative financial assets/(liabilities) (note 14)
822,862
(932,866)
Cash
4,309,967
7,143,828
Cash equivalents held in money market fund
12,620,503
-
Cash held as margin
2,070,327
4,383,075
Investment in EJFIH
121,532,224
131,696,548
Cash
660,830
359,298
Balance due from the Manager
196,733
348,345
Total financial assets
122,389,787
132,404,191
Cash and Cash Equivalents
The Group’s cash is held with BNPP and Citibank N.A., and cash equivalents are held in a money market fund with Western Asset
Institutional US Treasury Reserves Ltd. The Manager monitors the financial position and creditworthiness of all the Group’s
financial institutions on a quarterly basis.
Balances due from Brokers
Balances due from brokers represent margin accounts, cash collateral for currency contracts and transactions awaiting settlement.
Credit risk relating to unsettled transactions is considered low due to the short settlement period involved and the high credit
quality of the brokers used. As at the reporting dates, the balance due from brokers was held by Citibank N.A. The Manager
monitors the financial position and creditworthiness of the Group’s brokers on a quarterly basis.
The following table shows the external ratings of the financial institutions holding cash or collateral deposits on behalf of the
Group, using available ratings from Moody’s.
Institution
Rating Agency
31 December 2023
31 December 2022
Citibank N.A.
Moody’s
Aa3
Aa3
BNPP
Moody’s
Aa3
Aa3
Western Asset Institutional US Treasury Reserves Ltd
Moody’s
Aaa
n/a
Balance due from the Manager
The balance due from the Manager relates to the arrangement with the Manager to absorb ongoing operating expenses incurred
by the Company, excluding management fees, incentive fees and expenses considered not ongoing. The Company applies the
simplified approach permitted by IFRS 9, which requires expected 12-month losses to be recognised from initial recognition. The
balance due from the Manager is considered to be low credit risk. Accordingly, no impairment losses have been recognised in the
Statement of Comprehensive Income.
14. Financial Risk Management (continued)
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
73
Investment in the Partnership
As at 31 December 2023, the Company, through its investment in EJFIH, held an interest in the Partnership. Through CDO Equity
Tranches, the Partnership is exposed to the credit risk of its counterparties or the counterparties of the securitisations in which
it invests. In the event of a bankruptcy or insolvency of such a counterparty, the securitisation in which such an investment is
held could suffer significant losses, including the loss of that part of EJFIH’s or the securitisation’s portfolio financed through such
a transaction, declines in the value of their investment, including declines that may occur during an applicable stay period, the
inability to realise any gains on their investment during such period and fees and expenses incurred in enforcing their rights. This
would also affect the Company’s investment in EJFIH as it is exposed to any fair value movements in EJFIH.
The securitisations in which the Partnership has invested are not rated (31 December 2022: not rated).
Investment in Seneca
As at 31 December 2023, the Company, through its investment in EJFIH, was invested in partnership and loan interests in Seneca.
The investment strategy of Seneca is to invest in MSRs. MSRs represent a stream of servicing income attached to mortgages
originated in the US producing regular and predictable cash-flows. Seneca only invests in MSRs originally attached to prime
mortgages underwritten to Fannie Mae and Freddie Mac standards. There is little to no credit risk associated with MSRs and the
main risk is prepayment of the underlying mortgage, and thus extinguishment of the associated MSR contract and servicing fee
stream.
The Seneca positions in which the Company has invested are not rated (31 December 2022: not rated).
Preference Shares
The Company, through its investment in EJFIH, is exposed to the credit risk of its counterparties or the counterparties of the
securitisation preference shares in which it invests. In the event of a bankruptcy or insolvency of such a counterparty, the
preference shares could suffer significant losses resulting in declines in the value of the shares, including the inability to realise any
gains on their investment during such period and fees and expenses incurred in enforcing their rights. This would also affect the
Company’s investment in EJFIH as it is exposed to any fair value movements in EJFIH.
The preference shares in which EJFIH has invested are not rated (31 December 2022: not rated).
Investment in CDO Securities
As at 31 December 2023, the Company, through its investment in EJFIH, was invested in distressed and cash yielding CDO
Securities issued by Attentus, Kodiak and Taberna, which are unaffiliated third-party CDO sponsors.
EJFIH is exposed to the credit risk of their CDO security counterparties or the counterparties of the securitisations in which it
invests. In the event of a bankruptcy or insolvency of such a counterparty, EJFIH, or a securitisation in which such an investment is
held, could suffer significant losses including the loss of that part of EJFIH’s or the securitisation’s portfolio financed through such
a transaction, declines in the value of their investment, including declines that may occur during an applicable stay period, the
inability to realise any gains on their investment during such period and fees and expenses incurred in enforcing their rights. This
would also affect the Company’s investment in EJFIH as it is exposed to any fair value movements in EJFIH.
The CDO Securities are not rated (31 December 2022: not rated).
Investment in European debt securities
As at 31 December 2023, the Company, through its investment in EJFIH, was invested in a European debt security. This security is
denominated in USD and has a current coupon of 13.25%.
The position is rated BB- by Standard & Poor’s (31 December 2022: BB-).
Concentration of credit risk
The Manager reviews the credit risk of counterparties (primarily prime brokers or custodians when applicable) that hold a
concentration of the Group’s assets, in particular, the Group’s cash deposits and cash equivalents held in a money market fund.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
74
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
The Group’s exposure was concentrated as below:
31 December 2023
31 December 2022
£
%
£
%
Citibank N.A.
4,299,620
24
7,138,966
95
BNPP
671,177
4
364,160
5
Western Asset Institutional US Treasury Reserves Ltd
12,620,503
72
-
-
Total
17,591,300
100%
7,503,126
100%
Collateral and other credit enhancements, and their financial effect
The Group mitigates the credit risk of derivatives by entering into master netting agreements and holding collateral in the form of
cash and marketable securities.
Derivatives
Derivative transactions are either transacted on an exchange with central clearing counterparties (CCPs) or entered into under
ISDA master netting agreements. In general, under these agreements, in certain circumstances – e.g. when a credit event such
as a default occurs – all outstanding transactions under the agreement are terminated, the termination value is assessed and
only a single net amount is due or payable in settlement of all transactions with the counterparty. EJFIH has executed a credit
support annex in conjunction with the ISDA agreement, which requires EJFIH and its counterparties to post collateral to mitigate
counterparty credit risk.
The derivatives are entered into with Citibank N.A.
Impairment of Financial Assets
The Company is subject to the expected credit loss model on its financial assets that are carried at amortised cost. While cash
and cash equivalents and balances due from brokers are also subject to the impairment requirements of IFRS 9, the identified
impairment loss was nil. The Company is also exposed to credit risk in relation to financial assets that are measured at FVTPL. The
maximum exposure at the end of the reporting period is the carrying amount of these financial assets.
(c) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset.
The Company’s policy and the Manager’s approach to managing liquidity risk in the Group is to ensure, as far as possible, that
the Group will always have sufficient liquidity to meet its liabilities when due, under both normal and stress conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation.
The Prospectus provides for the Board to pay quarterly dividends of available cash to Shareholders following the recommendation
of the Manager. Therefore, the Company may be exposed to the liquidity risk of not meeting this target at each quarterly
distribution date.
The Group’s financial assets include illiquid investment securities and investments in private investment entities. As a result, the
Group may not be able to liquidate some of its interest in these instruments in due time to meet its liquidity requirements.
The Company’s liquidity is managed on an ongoing basis by the Manager. Since the Company’s liability obligations consist
of current liabilities related to its standard operating activity, liquidity risk is deemed to be low. Current liabilities are paid and
reported to the Board on a quarterly basis unless a special meeting is required.
31 December 2023
31 December 2022
Liquid assets
£26,677,185
£11,897,133
Current liabilities
£513,711
£504,067
Liquid assets as a % of current liabilities
5,193%
2,360%
14. Financial Risk Management (continued)
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
75
The Group manages its liquidity risk by maintaining a current ratio (liquid assets divided by current liabilities) of no less than
approximately 100%. The tables below set out the Group assets with an expected liquidation period within 90 days (liquid assets)
to the Company’s current liabilities (presented inclusive of interest) as at 31 December 2023 and 31 December 2022:
31 December 2023
Less than
7 days
£
7 days to
1 month
£
1 month to
3 months
£
3 months to
over 1 year
£
Total
£
Liquid Assets
Cash
4,970,797
-
-
-
4,970,797
Balance due from the Manager
-
196,733
-
-
196,733
European debt securities
-
821,306
-
-
821,306
US treasury bills
3,387,864
-
-
-
3,387,864
Investment in US bank debt
-
4,679,982
-
-
4,679,982
Cash equivalents held in money market fund
12,620,503
-
-
-
12,620,503
Total
20,979,164
5,698,021
-
-
26,677,185
Less than
7 days
£
7 days to
1 month
£
1 month to
3 months
£
3 months to
over 1 year
£
Total
£
Financial liabilities
Amount payable to EJFIH
-
-
(163)
-
(163)
Accounts payable and accrued expenses
-
-
(513,548)
-
(513,548)
Total
-
-
(513,711)
-
(513,711)
31 December 2022
Less than
7 days
£
7 days to
1 month
£
1 month to
3 months
£
3 months to
over 1 year
£
Total
£
Liquid Assets
Cash
7,503,125
-
-
-
7,503,125
Balance due from the Manager
-
348,345
-
-
348,345
European debt securities
-
2,552,965
-
-
2,552,965
US Treasury Bills
-
1,492,698
-
-
1,492,698
Total
7,503,125
4,394,008
-
-
11,897,133
Less than
7 days
£
7 days to
1 month
£
1 month to
3 months
£
3 months to
over 1 year
£
Total
£
Financial liabilities
Amount payable to EJFIH
-
-
(3,690)
-
(3,690)
Accounts payable and accrued expenses
-
-
(500,377)
-
(500,377)
Total
-
-
(504,067)
-
(504,067)
The tables above show the undiscounted cash flows of the Company’s financial liabilities on the basis of their earliest possible
contractual maturity. The Company’s expected cash flows on these instruments are not expected to vary significantly from this
analysis.
The Group further manages its liquidity risk by holding at least 2% of its NAV in assets with an expected liquidation period within
90 days. The ratio of assets with an expected liquidation period within 90 days (liquid assets) to total net assets is set out below:
31 December 2023
31 December 2022
Liquid assets
£26,677,185
£11,897,133
Total NAV
£97,985,799
£112,511,875
Liquid assets as % of total NAV
27%
11%
Notes to the Audited Financial Statements
for the year ended 31 December 2023
76
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
15. Capital Risk Management
The Company’s issued capital is represented by Ordinary Shares.
As a result of the ability to issue, repurchase and resell shares, the capital of the Company can vary. The Company is not subject
to externally imposed capital requirements and has no restrictions on the issue, repurchase or resale of its shares. The Company’s
objectives for managing capital are:
to invest the capital in investments meeting the description, risk exposure and expected return indicated in its Prospectus;
to achieve consistent returns while safeguarding capital by investing in a diversified Portfolio;
to maintain sufficient liquidity to meet the expenses of the Company; and
to maintain sufficient size to make the operation of the Company cost-efficient.
The policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The Board monitors the return on capital, as well as the level of dividends to Shareholders.
The Company may utilise borrowings for share buybacks, short-term liquidity purposes and investments, seeking leverage via
bank financing, term loans, or debt instruments. The Company has the availability to borrow up to 35% of its NAV (calculated at the
time of drawdown), provided that:
i.
the maximum amount for borrowings for long-term investment purposes within such limit will be 30% of the NAV; and
ii.
borrowings for long-term investment purposes may only be incurred when the minimum cover amount, 3.5x for ZDP Shares,
is met (calculated at the time of drawdown).
The Company’s net debt to equity ratio at the year end was as follows:
31 December 2023
£
31 December 2022
£
ZDP Shares
24,076,047
19,666,072
Accounts payable and accrued expenses
513,711
504,067
Less: cash and cash equivalents
(660,830)
(359,298)
Net debt
23,928,928
19,810,841
Total equity
97,985,799
112,511,875
Net debt to adjusted equity ratio
0.24
0.18
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
77
16. Related Party Transactions and other Material Contracts
Transactions
Investment transactions between EJFIH and the Armadillo
Portfolio, the Partnership, Seneca and the CDO Manager are
disclosed in Note 8.
Directors’ Fees
The Directors are entitled to a fee for their services at a rate
to be determined from time to time by the Board. The base
annual fee charged by each Director for the year ended
31 December 2023 was £44,000 (31 December 2022: £40,000)
per annum.
Joanna Dentskevich is entitled to an additional fee of £11,000
(31 December 2022: £10,000) per annum in respect of her role
as Chair of the Board.
Alan Dunphy is entitled to an additional fee of £5,500
(31 December 2022: £5,000) per annum in respect of his role as
chair of the Audit and Risk Committee.
During the year, the Board agreed that Nick Watkins is entitled
to an additional fee of £1,500 for the 2023 calendar year and
£1,500 per annum thereafter in respect of his role as chair of the
Management Engagement Committee.
For the year ended 31 December 2023, the Company incurred
Directors’ fees of £150,000 (31 December 2022: £135,000). At
31 December 2023, £nil (31 December 2022: £nil) of this amount
was outstanding.
On 25 August 2023, Neal J. Wilson retired from his role as
Director of the Company. Whilst a Director of the Company, he
also served as CEO of the Manager and an officer and director
of other affiliates of the Manager including EJF, the General
Partner of the Partnership, and the general partner of Armadillo
I and Armadillo II. Therefore, conflicts could have arisen as this
individual allocated his time between the Company, EJF and
other programmes and activities in which they are involved.
All Directors (and prior to Neal J. Wilson’s retirement as a
Director, all independent Directors) are required to consent to
and approve any of the Company’s conflicted trades, which
also involve approval by one of these affiliates and its officers,
directors and employees. With respect to Risk Retention
investments to be issued in connection with all future EJF
Securitisations, the Partnership has the right of first refusal over
other funds managed by EJF. During his tenure as Director, Neal
Wilson waived his right to receive remuneration.
Directors’ and Officers’ liability insurance cover is maintained
by the Company on behalf of the Directors. During the year
ended 31 December 2023, the Company recorded an expense of
£49,403 (31 December 2022: £55,657).
Investment Management fee
In accordance with the Management Agreement, the Manager
has been appointed as the manager of the Company, the
Partnership and the General Partner. In such capacity, the
Manager is responsible for the portfolio and risk management
of the Group, including: (i) managing the Company’s assets and
its day-to-day operations; (ii) the selection, purchase and sale of
investment securities held via EJFIH; (iii) providing financing
and risk management services; and (iv) providing advisory
services to the Board.
In accordance with the terms of the Management Agreement,
the Company pays a management fee calculated monthly and
payable quarterly in arrears. Subject to certain limitations, the
monthly management fee is equal to 0.0833% (one-twelfth of
1%) of the Company’s NAV.
During the year ended 31 December 2023, the
Company incurred management fees of £879,003
(31 December 2022: £965,902). As at 31 December 2023,
£208,423 (31 December 2022: £239,750) was outstanding.
Incentive Fee
The Manager is entitled to an incentive fee which is calculated
in relation to the assets attributable to Ordinary Shares, in
accordance with the Management Agreement. The Incentive
Fee amount is equal to 10% of the amount by which the
Adjusted NAV attributable to Ordinary Shares exceeds the
higher of (i) the Incentive Hurdle at the relevant time and (ii)
the High Watermark at the relevant time, in respect of the
relevant Incentive Fee Period.
The Incentive Fee is calculated in respect of each Incentive Fee
Period, save for the final Incentive Fee Period being the date
that the Management Agreement is terminated or, where the
Management Agreement has not been terminated, the actual
date of termination of the provision by the Manager of the non-
retained services as defined in the Management Agreement.
During the years ended 31 December 2023 and
31 December 2022, the Company did not accrue an incentive
fee liability.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
78
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Ordinary Shares held by Related Parties
Shareholdings of the Directors as at the year end are as follows:
Ordinary Shares
Percentage of
Ordinary Shares
in Issue
Ordinary Shares
Percentage of
Ordinary Shares
in Issue
Name
31 December 2023
1
31 December 2023
2
31 December 2022
1
31 December 2022
2
Joanna Dentskevich
77,896
0.13%
77,896
0.13%
Nick Watkins
10,000
0.02%
10,000
0.02%
Neal Wilson
3
n/a
n/a
1,718,881
2.81%
ZDP Shares held by Related Parties
ZDP Shareholdings of the Directors as at year end are as follows:
2025 ZDP Shares
Percentage of
2025 ZDP Shares
in Issue
2025 ZDP Shares
Percentage of
2025 ZDP Shares
in Issue
Name
31 December 2023
4
31 December 2023
5
31 December 2022
4
31 December 2022
5
Joanna Dentskevich
30,000
0.16%
30,000
0.18%
Nick Watkins
10,000
0.05%
10,000
0.06%
Neal Wilson
n/a
n/a
1,000,000
5.88%
1
The shareholdings are either direct and/or indirect holdings of Ordinary Shares.
2
The calculation of shareholding percentage is based on number of Ordinary Shares in issue after adjusting for treasury shares.
3
On 25 August 2023, Neal J. Wilson retired from his role as a Director of the Company.
4
The shareholdings are either direct and/or indirect holdings of ZDP Shares.
5
The calculation of shareholding percentage is based on number of ZDP Shares in issue.
Other Material Matters
During the year ended 31 December 2023, the Manager absorbed 60% (31 December 2022: 60% ) of the Company’s recurring
operating expenses, aside from management and incentive fees.
For the year ended 31 December 2023, £612,234 (31 December 2022: £546,976) of operating expenses were offset by reimbursements
from the Manager. As at 31 December 2023, the Company had a receivable balance of £196,733 (31 December 2022: £348,345) from
the Manager relating to the reimbursement of these operating expenses.
Ordinary Shares and 2025 ZDP Shares holdings of officers of the Manager and its affiliates (not considered as related parties) as at
year end are as follows:
Ordinary Shares
Percentage of
Ordinary Shares
in Issue
Ordinary Shares
Percentage of
Ordinary Shares
in Issue
Name
31 December 2023
1
31 December 2023
2
31 December 2022
1
31 December 2022
2
EJF Capital Limited
1,878,246
3.07%
1,878,246
3.07%
Emanuel Friedman
3
11,816,558
19.33%
11,816,558
19.33%
Jason Ruggiero
165,336
0.27%
165,336
0.27%
Peter Stage
141,501
0.23%
141,501
0.23%
Neal Wilson
4
1,718,881
2.81%
n/a
n/a
1
The shareholdings are either direct and/or indirect holdings of Ordinary Shares.
2
The calculation of shareholding percentage is based on number of Ordinary Shares in issue after adjusting for treasury shares.
3
Ordinary Shares held by Cheetah Holdings Limited, a charitable foundation co-founded by Emanuel Friedman.
4
On 25 August 2023, Neal J. Wilson retired from his role as a Director of the Company.
Neal Wilson and Peter Stage are officers of the Manager. Emanuel Friedman (co-chief executive officer of EJF) and Jason Ruggiero
(co-chief investment officer of EJF) are voting members of the Investment Committee.
16. Related Party Transactions and other Material Contracts
(continued)
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
79
2025 ZDP Shares
Percentage of
2025 ZDP Shares
in Issue
2025 ZDP Shares
Percentage of
2025 ZDP Shares
in Issue
Name
31 December 2023
1
31 December 2023
2
31 December 2022
1
31 December 2022
2
Neal Wilson
1,000,000
5.19%
n/a
n/a
1
The shareholdings are either direct and/or indirect holdings of ZDP Shares.
2
The calculation of shareholding percentage is based on number of ZDP Shares in issue.
17. Basic and Diluted Earnings per Ordinary Share
Basic earnings per share is calculated by dividing the (loss)/earnings for the year by the weighted average number of Ordinary
Shares in issue during the year.
The weighted average number of Ordinary Shares in issue is 61,145,198 (31 December 2022: 61,145,198).
The diluted earnings per share is calculated by considering adjustments required to the earnings and weighted average number of
shares for the effects of potential dilutive Ordinary Shares. The weighted average of the number of Ordinary Shares is adjusted for
any convertible instruments. As at 31 December 2023 and 31 December 2022, there were no convertible instruments that would
have an impact on the weighted average number of Ordinary Shares.
18. Events after the Reporting Period
The Board has evaluated subsequent events for the Company through to 27 March 2024, the date the Audited Financial
Statements are available to be issued, and other than those listed below, concluded that there are no material events that require
disclosure or adjustment to the Audited Financial Statements.
Dividends
On 29 January 2024, the Company declared a final dividend of 2.675p per share in respect of the quarter ended 31 December 2023.
The dividend was payable to Shareholders on the register as at close of business on 9 February 2024 and the corresponding ex-
dividend date was 8 February 2024. Payment was made on 29 February 2024.
Cross-trade transaction
In the month of March 2024, the Group entered into a cross-trade transaction with several affiliated fund entities managed by EJF,
purchasing mezzanine debt notes of affiliated CDOs for approximately $5.5 million. The transaction was executed in accordance
with EJF’s internal policy and was reviewed and approved by the Board of the Company. The cross-trade and trade price was also
approved by the independent governing bodies of all the affiliated fund entities.
Notes to the Audited Financial Statements
for the year ended 31 December 2023
80
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
19. Reconciliation of IFRS to US GAAP
The Manager is a registered adviser with the SEC. To meet the requirements of Rule 206(4)-2 under the Investment Advisors Act
1940 (the “Custody Rule”) the Audited Financial Statements have also been audited in accordance with US GAAS. As such, two
independent Auditors’ reports are included on pages 39 to 46, one under International Standards on Auditing as required by the
Crown Dependencies Audit Rules and the other under US GAAS. Compliance with the Custody Rule also requires a reconciliation
of the operating profit and net assets under IFRS to US GAAP.
The Company has been assessed to be an investment entity in accordance with IFRS 10 as well as an investment company in
accordance with ASC 946. Hence, under both accounting frameworks, the Company does not need to consolidate its investment in
EJFIH and instead has accounted for it at FVTPL.
The operating profit and NAV of the Company under both IFRS and US GAAP have no material differences and therefore no
reconciliation has been presented in these Audited Financial Statements.
Under US GAAP, the Company is required to disclose its financial highlights and a schedule of investments. All investments are
within the financial services sector.
Financial Highlights
Financial highlights for the year ended 31 December 2023 are as follows:
NAV total return, since inception
Beginning of year
93.38%
End of year
79.32%
Expense ratio to average NAV
Expenses before incentive fees
1.81%
Expenses reimbursed by the Manager
(0.59)%
Expenses, including incentive fees
1.22%
Investment income
7.77%
Expenses
(1.22)%
Net investment income ratio
6.55%
Schedule of investments
31 December 2023
Investments in Corporate Notes
Cost
Asset currency
Cost
£
Fair Value
£
% of NAV
Cayman Islands
TR PFD INS NOTE 2017-2
- Equity Notes (Z Notes)
1,648,054
1,272,936
1,119,497
1.15
ATTN 2006-1X J 2% 06-10/05/2036 DFLT
- Combination Notes
353,873
265,659
1,072,326
1.09
ATTN 2007-3A F 9.532% 07-11/10/2042 DFLT
- Class F Notes
-
-
-
-
TBRNA 2006-6A C 06-05/12/2036 FRN DFLT
- Class C Notes
1,562
1,167
-
-
ATTN 2006-1A D 06-10/05/2036 FRN
- Class D Notes
-
-
-
-
KDIAK 2006-1A G 06-07/08/2037 FRN
- Class G Notes
-
-
-
-
KDIAK 2007-2A F 07-07/11/2042 FRN
- Class F Notes
-
-
-
-
TBRNA 2005-4A C3 0% 05-05/05/2036
- Class C
-3 Notes
-
-
-
-
TBRNA 2006-5A A3FV 06-05/08/2036 FRN
- Class A
-3 Notes
-
-
-
-
Total Cayman Islands
2,003,489
1,539,762
2,191,823
2.24
US
First MD Cap I 97-15/01/2017 FRN
3,992,331
3,213,317
3,183,956
3.23
Alpine Banks Col 20-15/06/2030 FRN
1,850,000
1,451,244
1,496,026
1.53
Total US
5,842,331
4,664,561
4,679,982
4.76
Great Britain
MAREX GROUP 22-30/12/2027 FRN
1,000,000
815,613
821,306
0.84
Total Great Britain
1,000,000
815,613
821,306
0.84
Notes to the Audited Financial Statements
for the year ended 31 December 2023
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
81
Investments in private investment entities
US
EJF Investments LP
1
108,646,264
82,854,995
75,112,172
76.66
Seneca Base Offshore LP
2,358,817
1,790,753
4,089,309
4.17
Seneca EJFI Excess LP
1,638,870
1,227,327
4,672,149
4.77
Seneca EJFI Excess FR LP
356,880
284,566
708,625
0.72
Total US
113,000,831
86,157,641
84,582,255
86.32
1
Refer to note 14 for further details on investment in EJF Investments LP.
Investments in private operating company
US
EJF CDO manager LLC
8,547,026
6,379,606
6,045,335
6.17
Total US
8,547,026
6,379,606
6,045,335
6.17
Investments in government securities
US
US Treasury N/B 4.125% 22-30/09/2027
782,239
693,659
612,733
0.63
US Treasury N/B 4.25% 22-30/09/2024
300,601
266,723
234,458
0.24
US Treasury N/B 2.75% 22-15/08/2032
739,114
656,151
575,735
0.59
US Treasury N/B 4.125% 22-15/11/2032
1,309,131
1,059,948
998,440
1.02
US Treasury N/B 3.5% 23-31/01/2028
1,240,918
1,004,719
966,498
0.99
Total US
4,372,003
3,681,200
3,387,864
3.47
Derivatives
Forward currency contracts
Maturity
Fair Value
£
% of NAV
Purchase £29.2m / sell US$36.8m
6 February 2024
257,382
0.27
Purchase £9.3m / sell US$11.7m
7 February 2024
81,874
0.08
Purchase £29.3m / sell US$36.8m
13 February 2024
483,606
0.49
Total Derivatives
822,862
0.84
Other net assets
1
19,150,971
19.54
Total other net assets
19,150,971
19.54
Total Investments
121,682,398
124.18
1
Other net assets comprises EJFIH’s cash and cash equivalents, cash and cash equivalents held as margin and receivables.
82
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Alternative Performance Measures
NAV per Ordinary Share
NAV per Ordinary Share means an amount equal to, as at the relevant date, the NAV attributable to Ordinary Shares divided by the
Ordinary Shares in issue as at such date.
Reason for use
Common industry performance benchmark for calculating the Total Return and Share Price (Discount)/Premium to NAV per
Ordinary Share.
Recalculation
NAV per Ordinary Share is calculated as follows:
31 December 2023
31 December 2022
Net Assets as per Statement of Financial Position
£97,985,799
£112,511,875
Number of Ordinary Shares in issue at year end (excluding treasury shares)
61,145,198
61,145,198
NAV per Ordinary Share
160p
184p
Total Return
The increase in the NAV per Ordinary Share plus the total dividends paid per Ordinary Share during the period, with such
dividends paid being re-invested at NAV, as a percentage of the NAV per share as at period end.
Compounded monthly returns per the monthly published performance reports, inclusive of dividends. Components of Total
Return are returns from underlying portfolio, foreign exchange and expenses.
Reason for use
To provide transparency in the Company’s performance and to help investors identify and monitor the compounded returns of
the Company.
Recalculation
Total Return has been calculated using the following monthly returns and compounded as follows:
2023
2022
2021
2020
2019
Monthly return
%
%
%
%
%
January
(0.58)
0.13
1.99
0.47
0.35
February
1.48
1.34
0.15
0.18
0.41
March
(4.55)
2.22
2.12
(13.57)
1.77
April
(0.17)
4.01
0.44
0.58
5.61
May
0.84
0.72
(2.09)
3.33
0.83
June
(6.72)
1.87
2.80
0.15
0.26
July
0.91
1.09
(0.01)
1.25
0.56
August
1.63
2.73
0.55
0.34
0.62
September
(0.36)
2.47
3.06
0.40
0.21
October
0.80
(0.40)
(0.16)
(0.73)
0.04
November
(0.69)
(3.15)
3.25
1.16
0.13
December
0.25
0.20
(1.43)
0.25
0.63
Compounded monthly return
(7.27)
13.85
11.02
(7.02)
11.88
The Total Return from inception for the year ended 31 December 2023 was 79.32% (31 December 2022: 93.38%). The annualised
Total Return since Inception to 31 December 2023 was 8.84% (31 December 2022: 11.84%).
Alternative Performance Measures
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
83
Annualised Dividend Yield
Dividends declared in respect of the relevant period divided by the share price mid quote as at the end of the relevant period.
Reason for use
To measure the Company’s distribution of dividends to Shareholders relative to share price to allow comparability to other
companies in the market.
Recalculation
Annualised Dividend Yield is calculated as follows:
31 December 2023
Dividends declared and paid for the quarter ended 31 March 2023 (see note 12)
2.675p
Dividends declared and paid for the quarter ended 30 June 2023 (see note 12)
2.675p
Dividends declared and paid for the quarter ended 30 September 2023 (see note 12)
2.675p
Dividends declared for the quarter ended 31 December 2023 (see note 12)
2.675p
Total Dividends declared in respect of the year ended 31 December 2023
10.700p
Share price mid quote
101.5p
Annualised Dividend Yield
10.5%
31 December 2022
Dividends declared and paid for the quarter ended 31 March 2022 (see note 12)
2.675p
Dividends declared and paid for the quarter ended 30 June 2022 (see note 12)
2.675p
Dividends declared and paid for the quarter ended 30 September 2022 (see note 12)
2.675p
Dividends declared for the quarter ended 31 December 2022 (see note 12)
2.675p
Total Dividends declared in respect of the year ended 31 December 2022
10.700p
Share price mid quote
132.0p
Annualised Dividend Yield
8.1%
Share Price Discount to NAV per Ordinary Share
Closing price as at such date as published on the LSE divided by the NAV per Ordinary Share.
Reason for use
Common industry measure to understand the price of the Company’s shares relative to its net asset valuation.
Recalculation
Share Price Discount to NAV per Ordinary Share is calculated as follows:
31 December 2023
31 December 2022
Closing price as at 31 December as published on the London Stock Exchange
101.5p
132.0p
NAV per Ordinary Share
160p
184.0p
Share Price Discount to NAV Per Ordinary Share
(36.6)%
(28.3)%
84
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Glossary of Terms
Term
Definition
ABS
Asset backed securities.
Adjusted NAV attributable to
Ordinary Shares
Adjusted NAV attributable to Ordinary Shares is calculated as an amount equal to the NAV
attributable to Ordinary Shares: (i) excluding any increases or decreases in NAV attributable to
Ordinary Shares attributable to the issue or repurchase of any Ordinary Shares; (ii) adding back
the aggregate amount of any dividends paid or distributions made in respect of any Ordinary
Shares; (iii) excluding the aggregate amount of dividends and distributions accrued but unpaid in
respect of any Ordinary Shares; and (iv) excluding the amount of any accrued but unpaid Incentive
Fees payable in relation to the NAV attributable to Ordinary Shares, in each case without double
counting.
Administrator
BNP Paribas S.A., Jersey Branch.
Admission
The Company’s Ordinary Shares which were admitted to trading on the Specialist Fund Segment of
the London Stock Exchange on the 7th April 2017.
AGM
Annual General Meeting.
AIC Code
The 2019 Association of Investment Companies Code of Corporate Governance.
AIF
An alternative investment fund, as defined in the AIFM Directive.
AIFM
An alternative investment fund manager, as defined in the AIFM Directive.
AIFMD or AIFM Directive
The Alternative Investment Fund Managers Directive 2011/61/EU.
Annual Report
Annual Report and Audited Financial Statements.
Annualised Dividend Yield
Has the meaning on page 83.
APM
Alternative performance measure. The calculation methodology and rationale for disclosing each of
the APMs has been disclosed on pages 82 to 83.
Armadillo I
Armadillo Financial Fund LP.
Armadillo II
Armadillo Financial Fund II LP.
Armadillo Portfolio
A portfolio of high-yielding loans to US law firms engaged in mass tort litigation by way of the
holding of limited partner interests in Armadillo I and Armadillo II.
Articles
The articles of association of the Company.
Audited Financial Statements
Financial statements audited by the Auditor.
Auditor
KPMG LLP.
BNPP
BNP Paribas S.A.
Board
The board of Directors of the Company.
CDO
Collateralised Debt Obligation.
CDO Equity Tranches
Each CDO has several tranches of investors, who receive interest and principal repayments in
sequence based on their seniority in the structure. If some underlying collateral loans default and
the cash collected by the CDO is insufficient to pay all of its investors, then such losses (as reduced
by any over-collateralisation) are picked up first by those in the lowest or junior most tranche.
Equity Tranches are the junior most tranche in the CDOs that the Company invests in.
CDO Manager
EJF CDO Manager LLC, a Delaware limited liability company.
CDO Securities
Bonds issued by Kodiak, Attentus and Taberna, which are unaffiliated third-party CDO sponsors.
CDD
Customer due diligence.
CEO
Chief Executive Officer.
CFTC
US Commodities and Futures Trading Commission.
Chair
Joanna Dentskevich, Chair of the Board.
Companies Law
The Companies (Jersey) Law 1991, as amended.
Company or EJFI
EJF Investments Limited, a closed-ended investment company incorporated with limited liability
in the Bailiwick of Jersey under the Companies Law on 20 October 2016 with registered number
122353.
Glossary of Terms
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
85
Term
Definition
Continuance Resolution
Ordinary resolution for the business of the Company to continue, to be proposed at an EGM, as
procured by the Directors, to be held on or about the fifth anniversary of Admission, and every five
years thereafter. If not passed, the Directors will take such actions as they deem appropriate to
commence the liquidation of the assets of the Company (having regard to the prevailing liquidity
of the assets of the Company and, if applicable, any rules imposed by the Securitisation and Risk
Retention Regulations).
Continuation Vote
Vote to be held at an EGM to consider a Continuance Resolution.
Corporate Broker(s) or Financial
Adviser(s)
Liberum Capital Limited and Barclays Bank PLC.
CPO
Commodity pool operator.
CTA
Commodity trading adviser.
Custodians
Citigroup Global Markets Inc. and Citibank N.A.
Dodd-Frank
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
DTR
Disclosure Guidance and Transparency Rules.
Duty
The UK Consumer Duty.
EGM
Extraordinary general meeting.
EJF
EJF Capital LLC.
EJFIH or Subsidiary
EJF Investments Holdings Limited.
EJF Securitisations
EJF or EJF Affiliate-sponsored securitisations.
ESG
Environmental, social and governance.
EU
The European Union.
FBR
Friedman, Billings, Ramsey Group.
FCA
Financial Conduct Authority.
Fed
US Federal Reserve.
FINS 2019-1
Financial Note Securitization 2019-1 Ltd.
FinTech
Financial Technology.
FRB
First Republic Bank
FRC
Financial Reporting Council.
FSMA
Financial Services and Markets Act 2000.
FVTPL
Fair Value Through Profit or Loss.
FX
Foreign exchange.
GAAP
Generally Accepted Accounting Standards.
GAAS
Generally Accepted Auditing Standards.
General Partner
EJF Investments GP Inc., being general partner of the Partnership.
Group
The Company and its Subsidiary.
High Watermark
High Watermark is calculated using the Adjusted NAV attributable to Ordinary Shares as
determined on the last day of the latest previous Incentive Fee Period in respect of which an
Incentive Fee was payable to the Manager.
IAS 32
Financial Instruments: Presentation.
IASB
International Accounting Standards Board.
IFRS
International Financial Reporting Standards as issued by the International Accounting Standards
Board.
IFRS 8
International Financial Reporting Standard 8, “Operating Segments”.
IFRS 9
International Financial Reporting Standard 9, “Financial Instruments” (Issued in July 2014).
IFRS 10
International Financial Reporting Standard 10, “Consolidated Financial Statements”.
IFRS 12
International Financial Reporting Standard 12, “Disclosure of Interest in Other Entities”.
IFRS 13
International Financial Reporting Standard 13, “Fair Value Measurement”.
IFRS 17
International Financial Reporting Standard 17, “Insurance Contracts”.
Glossary of Terms
86
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
Term
Definition
Incentive Fee
The incentive fee to which the Manager is entitled as described in the section entitled “Fees and
Expenses” in Part V: “Directors, the Manager and Administration” of the Prospectus.
Incentive Fee Period
Each 12-month period starting on 1 January and ending on 31 December in each calendar year.
Incentive Hurdle
Incentive hurdle is calculated using the Adjusted NAV attributable to Ordinary Shares on the date
of Admission, and then the beginning NAV of each subsequent period, compounded annually (with
effect from 31 December 2017) at a rate equal to an internal rate of return of 8% per annum.
Interim Report
Interim Report and Unaudited Condensed Interim Financial Statements.
Investment Committee
Investment committee of the Manager.
Investment Objective
The Company seeks to generate attractive risk adjusted returns for its Shareholders by investing in
opportunities created by regulatory and structural changes impacting the financial services sector.
These opportunities are anticipated to include structured debt and equity, loans, bonds, preference
shares, convertible notes, European debt securities and private equity, in both cash and synthetic
formats, and may be issued by entities domiciled in the US, UK and Europe.
Investment Policy
The Company seeks to achieve its Investment Objective by pursuing a policy of investing in a
diversified portfolio of investments that are derived from the changing financial services landscape.
ISDA
International Swaps and Derivatives Association.
Listing Rules
The listing rules made by the FCA under Part VI of the FSMA.
LSE
The London Stock Exchange.
MAR
UK Market Abuse Regulation.
M&A
Mergers and Acquisitions.
Management Agreement
The Amended and Restated Management Agreement dated 30 March 2017 between the
Company, the Partnership, the General Partner, the Manager and EJF (as amended from time to
time).
Manager
EJF Investments Manager LLC.
MSRs
Mortgage servicing rights.
NAV per Ordinary Share
Has the meaning on page 82.
Net Asset Value or NAV
The NAV means the Company’s assets less liabilities. The Company’s assets and liabilities are valued
in accordance with International Financial Reporting Standards.
Ordinary Shares
The non-redeemable Ordinary Shares of no par value in the share capital of the Company which,
for the avoidance of doubt, includes all classes of Ordinary Shares (denominated in such currency)
as the Directors may determine in accordance with the Articles (and for the purposes of the
Prospectus, the Ordinary Shares shall be denominated in Sterling) having the rights and subject to
the restrictions set out in the Articles.
Ordinary Share Price
Closing price as the respective reporting date as published on the London Stock Exchange.
Partnership
EJF Investments LP (a Delaware limited partnership formed under the laws of the US state of
Delaware).
Placing Programme
As described in Part X: “Details of the Placing Programme” of the Prospectus”.
Portfolio
The Company’s and the Subsidiary’s portfolio of investments from time to time.
Preference Shares
Investment in TFINS 2017-2 depositor vehicle.
Principal Risks
Those risks, or a combination thereof, that are considered to materially threaten the Company’s
ability to meet its Investment Objective, solvency or liquidity.
Prospectus
The Company’s prospectus dated 4 April 2022.
REIT
Real estate investment trust.
Risk Retention
Has the meaning given to it in Part III: “The Market Opportunity” of the Prospectus.
Risk Retention and Related
Investments
Has the meaning given to it in paragraph 4.1(a) of Part II: “The Company” of the Prospectus.
Risk Retention Investments
Has the meaning given to it in paragraph 4.1(a) of Part II: “The Company” of the Prospectus.
Rollover Offer
The offer to 2022 ZDP Shareholders to convert some or all of their existing 2022 ZDP Shares into
2025 ZDP Shares.
SASB
Sustainability Accounting Standards Board.
SEC
US Securities and Exchange Commission.
Glossary of Terms
EJF Investments Limited
Annual Report and Audited Financial Statements 2023
87
Term
Definition
Section 172(1)
Section 172(1) of the UK Companies Act 2006.
Securitisation and Related
Investments
Has the meaning given to it in paragraph 4.1(a) of Part II: “The Company” of the Prospectus.
Seneca
Seneca Mortgage Servicing LLC, a residential mortgage servicer in the US which is owned and
controlled by EJF, and through which the Company makes MSR investments.
SFS
The Specialist Fund Segment of the London Stock Exchange.
Shareholder
The holder of one or more Ordinary Shares.
Silvergate
Silvergate Capital Corporation.
Specialty Finance Investments
Represent less liquid UK, European and US specialty finance investments such as (but not limited
to): (i) growth equity capital to newly formed companies with scalable specialty finance platforms
(such as FinTech); (ii) secured and unsecured lending; (iii) investments collateralized by real estate
and real estate related assets; and (iv) other illiquid, specialty finance investment opportunities.
Sterling or GBP or £
Pound sterling.
Subsidiary
EJF Investments Holdings Limited.
SVB
Silicon Valley Bank.
TCFD
Task Force on Climate-related Financial Disclosures.
Target Dividend
The Company targets an annual payment of dividends which equates to 10.7 pence per Ordinary
Share.
Target Return
The Company targets an annual total return on NAV per Share of 8% to 10% per annum.
TFINS 2017-2
TruPS Financials Note Securitization 2017-2 Ltd.
TFINS 2018-1
TruPS Financials Note Securitization 2018-1 Ltd.
TFINS 2018-2
TruPS Financials Note Securitization 2018-2 Ltd.
TFINS 2019-1
TruPS Financials Note Securitization 2019-1 Ltd.
TFINS 2019-2
TruPS Financials Note Securitization 2019-2 Ltd.
TFINS 2020-1
TruPS Financials Note Securitization 2020-1 Ltd.
TFINS 2020 -2
TruPS Financials Note Securitization 2020-2 Ltd.
Total Return
As defined in Alternative Performance Measures on page 82.
TruPS
Trust preferred securities.
TruPS CDO Collateral
Has the meaning given in paragraph 4.2(b) of Part II: “The Company” of the Prospectus.
UK
United Kingdom.
UK Code
2018 UK Corporate Governance Code.
US
United States of America.
US Dollar or USD
United States Dollar.
US GAAS
Generally Accepted Auditing Standards applicable in the United States.
2022 ZDP Shares
The redeemable Zero Dividend Preference shares of no par value in the Company which were
redeemed on 30 November 2022, which bore a gross redemption yield of 5.86%.
2025 ZDP Shares
The redeemable Zero Dividend Preference shares of no par value in the Company with a
repayment date of 18 June 2025 and bearing a gross redemption yield of 7.00%.
ZDP Shares
2022 ZDP Shares and 2025 ZDP Shares.
ZDP Shareholder
The holder of one or more ZDP Shares.
ZDP Share Price
Closing price as at the respective reporting date as published on the London Stock Exchange.
Toppan Merrill, London
24-7607-1
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