Interim Report • Sep 30, 2025
Interim Report
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INTERIM REPORT AND UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025
| Table of Contents | PAGES |
|---|---|
| Performance Highlights | 2 |
| Portfolio Summary | 3 |
| Corporate Summary | 4 - 6 |
| General Information | 7 |
| Chair's Statement | 8 - 9 |
| Manager's Report | 10 - 14 |
| Statement of Principal Risks | 15 - 16 |
| Statement of Directors' Responsibilities | 17 |
| Independent Auditor's Review Report to the members of EJF Investments Limited | 18 - 19 |
| Unaudited Condensed Interim Financial Statements | |
| Unaudited Condensed Statement of Comprehensive Income | 20 |
| Unaudited Condensed Statement of Financial Position | 21 |
| Unaudited Condensed Statement of Changes in Equity | 22 |
| Unaudited Condensed Statement of Cash Flows | 23 |
| Notes to the Unaudited Condensed Interim Financial Statements | 24 - 36 |
| Alternative Performance Measures | 37 - 38 |
| Glossary | 39 - 42 |
1
EJF INVESTMENTS LIMITED PERFORMANCE HIGHLIGHTS
Total loss for the Period1 Net Asset Value 2025: 2.44% 2025: £95.1m
2025: 92.09% 2025: 155p
2025: 5.35p
30 June 2024: 5.35p
Annualised Dividend Yield1 2025: 9.1% 2025: £77.6m
Market View Credit Risk Transfer
2025: 118p
31 December 2024: 120p
ZDP Share Price 2025: £0.8m 2025: 105.5p (2029 ZDP Shares)
31 December 2024: 132.5p (2025 ZDP Shares)
Market Capitalisation 2025: £nil 2025: £72.2m
31 December 2024: £73.4m
1 These are APMs as defined on pages 37 and 38.
Performance Asset Performance
30 June 2024: gain of 5.57% 31 December 2024: £100.7m
Total Return since Inception1 NAV per Ordinary Share1
30 June 2024: 89.30% 31 December 2024: 165p
Delivered on Dividends Share Price Discount to NAV per Ordinary Share1 Dividends Declared 2025: 23.9%
31 December 2024: 27.3%
Portfolio Investments
Securitisation and Related Investments
30 June 2024: 11.1% 31 December 2024: £85.6m
Ordinary Share Price 2025: £8.5m
31 December 2024: £4.7m
Specialty Finance Investments
31 December 2024: £8.8m
US Bank Debt
31 December 2024: £1.6m
US Treasuries 2025: £1.5m
31 December 2024: £3.1m
EJF Investments Limited ("the Company" or "EJFI") offers exposure to a portfolio of securitised loans to US financial institutions and other related assets, with an emphasis on floating rate debt. Key portfolio investments comprise of CDO Equity Tranches, CDO Manager interest and MSRs.

The investments into the equity tranches of 7 CDOs, via EJF Investments LP, provide the Company with exposure to underlying collateral comprising 346 debt instruments issued by 152 US banks and 31 US insurance company unique issuers with a combined principal outstanding balance of USD1.85bn.
Through its 49% interest in the CDO Manager, which currently manages 11 different CDO structures with an underlying AUM of USD2.91bn, the Company receives regular streams of income that rank senior in the cashflow waterfall of these CDOs.
The issue of CRT bonds enables a bank to reduce its regulatory capital on an identifiable pool of loans that are carried on its balance sheet. The Company currently has £8.5m invested in 3 CRT investments with underlying exposure to nursing home development loans, jumbo residential mortgages and commercial real estate.
Please refer to the Manager's Report on pages 10 to 14 for a more detailed description of the Portfolio.
EJF INVESTMENTS LIMITED CORPORATE SUMMARY
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 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 IFC 5, St Helier, Jersey, JE1 1ST. The principal legislation under which the Company operates is the Companies Law. The Company's capital comprises Ordinary Shares and 2029 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 around May 2027.
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 CRT investments. The Company seeks to generate sufficient income to enable it to make quarterly dividend payments to Shareholders in addition to targeting Net Asset Value growth.
The Company is targeting a Total Return of 8% to 10% per annum and the Company's Target Dividend for the financial year to 31 December 2025 is 10.7p per Ordinary Share (31 December 2024: paid Target Dividend of 10.7p per Ordinary Share). To date, the Company has paid quarterly dividends which are in line with the Target Dividend for the financial year to 31 December 2025.
The Company is an essential part of EJF's overallstrategy 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 Net Asset Value, the Company offers attractive risk adjusted returns for its Shareholders.
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 specialty finance assets in the US, UK and Europe.
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. The Board believes 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.
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.
The Company is externally managed by the Manager. The Manager is a subsidiary of EJF. 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.
As at 30 June 2025
| ORDINARY SHARES | 2029 ZDP SHARES | |
|---|---|---|
| UK | JE00BF0D1M25 | JE00BRZSNL95 |
| SEDOL | BF0D1M2 | BRZSNL9 |
| TICKER | EJFI | EJFZ |
| Total issued shares at period end | 76,953,707 | 17,001,593 |
| Total issued shares held in treasury at period end | 15,808,509 | - |
| Total issued shares with voting rights at period end | 61,145,198 | - |
As at 31 December 2024
| 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 | - |
In June 2024, the Manager informed the Board that with effect from 1 July 2024, it would discontinue its policy to voluntarily absorb a percentage of the recurring operating expenses of the Company and instead it would reinvest up to 20% of the management fee earned from the Company for the immediately preceding quarter in Ordinary Shares, for so long as the average share price during the prior quarter traded at least 15% below the NAV per share at the prior quarter end. In line with its new policy, the Manager reinvested approximately 20% of its management fee in Ordinary Shares for the four consecutive quarters up to Q2 2025.
In June 2025, the Manager informed the Board that for at least the next four consecutive quarters (Q3 2025 to Q2 2026) it would reinvest an amount equal to approximately 10% of the management fee in Ordinary Shares on the same terms as before. The Manager may elect to continue with this program beyond Q2 2026 and will announce any such decision in the future. As at the date of this report, EJF Capital Limited, an affiliate of the Manager, has reinvested its management fee via the purchase of a total of 172,308 Ordinary Shares.
In April 2025, the Company issued a prospectus offering up to 28 million new 2029 ZDP Shares, comprised of a rollover offer to existing 2025 ZDP Shareholders to convert their shares into 2029 Rollover ZDP Shares, and an initial placing of additional 2029 ZDP Shares. Following this, the Company converted 7,982,227 2025 ZDP Shares into 2029 ZDP Shares at a conversion price of £1.3909 per share. 2029 ZDP Shares were issued at a Gross Redemption Yield of 8.5% with a redemption value of 145.48 pence per share. An aggregate of 17,001,593 2029 ZDP Shares had been issued up to 30 June 2025, with the capacity for the Company to issue an additional 10,998,407 shares. Further in May 2025, in order to simplify the Company's capital structure and following the completion of the Rollover Offer and Initial Placing as above, the Company announced that it was bringing forward the repayment date for the Company's 2025 ZDP Shares to 14 May 2025. All remaining 2025 ZDP Shares were repaid as a result.
The 2025 AGM was held on 24 June 2025. All resolutions tabled were duly passed by Shareholders, averaging 99.8% of total votes cast all in favour.
Related party balances and transactions are disclosed in note 17.
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 unaudited condensed interim 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 Company's operating expenses and the potential default risk of the investments held.
In light of the assessment, the Directors are satisfied that, at the time of approving the unaudited condensed interim 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 unaudited condensed interim financial statements and have therefore prepared the unaudited condensed interim financial statements on a going concern basis.
John Kingston III (Chair) IFC 5 Alan Dunphy St. Helier Nick Watkins Jersey JE1 1ST All c/o the Company's registered office Channel Islands
Apex Financial Services (Alternative Funds) Limited EJF Investments Manager LLC IFC 5 The Corporation Trust Company St. Helier Corporation Trust Center Jersey JE1 1ST 1209 Orange Street Channel Islands Wilmington, DE 19801-1120
Ropemaker Place 390 Greenwich Street Level 12 New York City 25 Ropemaker Street NY 10013-2396 London EC2Y 9LY US UK
Barclays Bank PLC 399 Park Avenue 1 Churchill Place New York City London NY 10043 E14 5RB US UK
Computershare Investor Services (Jersey) Limited Ernst & Young 13 Castle Street 25 Churchill Place St. Helier Canary Wharf Jersey JE1 1ES London E14 5EY Channel Islands UK
Carey Olsen Jersey LLP The ID Register St. Helier Fountain Street Jersey JE1 0BD St. Peter Port Channel Islands Guernsey GY1 1BX
Company: www.ejfi.com
US
Panmure Liberum Limited Citigroup Global Markets Inc.
Citibank N.A.
47 Esplanade 5th Floor Market Building Channel Islands
On behalf of the Board, I am pleased to present the Interim Report for the period from 1 January 2025 to 30 June 2025.
While the currency environment in the first half of 2025 was very challenging (principally precipitated by the tariff policies of the Trump administration and resultant strengthening of Sterling against the USD), we are very pleased with the strength and performance of the underlying portfolio holdings. The strong performance of the Company's portfolio generated a 7.91% return, but these gains were more than offset by volatility in the currency market and FX losses of 7.82%, producing a net negative Total Return of 2.44%.
Notwithstanding these currency challenges and its impact on Total Return, the Company continued to deliver on its cash dividend commitments to its Shareholders, paying 5.35p per share over the first half of the year, an Annualised Dividend Yield of 9.1% for the period.
Portfolio highlights for the period include:
Given that the portfolio is principally in US investments and therefore denominated in USD, the Manager hedges a portion of this exposure to reduce the impact of overall FX movements. As at 30 June 2025, 49.0% of the underlying USD exposure was hedged.
During the period, the Company issued a rollover offer to 2025 ZDP Shareholders to convert their shares into 2029 Rollover ZDP Shares, as well as an initial placing of additional 2029 ZDP Shares. Approximately 17 million 2029 ZDP Shares had been issued at the end of June, at a Gross Redemption Yield of 8.5% with a redemption value of 145.48 pence per share. 2025 ZDP Shares not participating in the rollover were repaid in May.
The Board believes the 2029 ZDP Shares are an attractively priced source of capital for the Company and continues to focus on attracting further buyers of 2029 ZDP Shares. Following the period end, the Company listed an additional block of 4.7 million ZDP Shares, which may be issued pari passu with outstanding 2029 ZDP Shares to satisfy market demand as and when market conditions permit. As of 29 September 2025, an additional 1,500,000 2029 ZDP Shares have been issued.
We remain very pleased with historical and ongoing performance of the Company; from inception in 2017 to end July 2025, the Company has nearly doubled the capital of its Shareholders, providing a Total Return (inclusive of dividends) of 97.79%.
Against the backdrop of this strong performance, the Board and the Manager continue to be concerned with the Share price discount to NAV, and remain vigilant in our efforts to narrow that discount.
Although the Board and the Manager have taken constructive steps to narrow the discount meaningfully over the past 12 months (and the discount has indeed narrowed from c.31% to c.21% in that period), the Board is determined that the Company's Ordinary Shares trade closer to Net Asset Value. The most recent step to that end was the announcement of a tender offer on 1 September 2025 (please see the tender documents subsequently issued on 12 September 2025), comprising of a tender offer for up to 5% of Ordinary Shares at a 5% discount to the Company's 31 August 2025 Net Asset Value per share (adjusted for the costs of the tender offer).
While the Board believes this tender is the next best step to accelerate the narrowing of the Company's trading discount, we will continue to evaluate additional measures to achieve that objective.
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 31 December 2024, can be found on pages 14 to 17.
Across my 30 years of experience in the asset management space, I have found there are times that certain asset classes provide particularly attractive risk-reward profiles and the potential for outsized returns.
For smaller banks in the United States, I believe this is one of those times. There are very favourable tailwinds in the regulation of financial services generally, and smaller banks particularly. With the easing of regulatory constraints on bank mergers and acquisitions in the new US administration, the prospect of meaningful consolidation provides an opportunity for substantial returns.
Given its great experience in this space, and its expertise in "regulatory trades" (such as CRTs and securitisations) that generate coupons in the mid-teens, I am confident the Manager is uniquely well-positioned to realise those returns. With a 97% total return in the eight years since inception in April 2017, the Manager has demonstrated its ability to do just that, almost doubling the capital of our Shareholders — and the opportunities in the US banking sector appear more compelling than ever.
If you are interested in more information on these compelling opportunities, please note that the Manager will be hosting webinars regarding the Company and its performance and operations on 1 October 2025 and 2 October 2025. Details on how to register for these webinars can we found on the Company's website here (https://www.ejfi.com/rns-announcements/).
We sincerely thank our Shareholders for your ongoing support and look forward to future opportunities to engage with you.
John Kingston III Chair Date: 29 September 2025
We are pleased to present our review for the period ended 30 June 2025.
The Company's underlying portfolio provided consistent returns, allowing the Company to continue to meet its Target Dividend. The Total Return for the period was a loss of 2.44%. Annualised Total Return since inception was 8.17%, consistent with the Company's Target Return of 8-10% p.a. As the Chair mentions in his statement, the underlying portfolio returns of 7.95% during the period were largely offset by FX losses of 7.82%. There have been no reported underlying defaults during the period.
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 2024 and 30 June 2025.

Securitisation and Related Investments represented approximately 69.4% of the Group's assets as of 30 June 2025. Of which:
A summary of underlying collateral diversification is provided below, along with forward projected returns analysis:
| TFINS 2018-1 May 2018 |
TFINS 2018-2 December 2018 |
TFINS 2019-1 March 2019 |
TFINS 2019-2 December 2019 |
TFINS 2020-1 September 2020 |
TFINS 2020-2 December 2020 |
TFINS 2025-1 March 2025 |
|
|---|---|---|---|---|---|---|---|
| Equity Tranches amount (\$ million) | 17.5 | 11.8 | 12.7 | 13.2 | 13.3 | 8.1 | 14.0 |
| Estimated return profile1 | |||||||
| Yield to Maturity (%) | 11.5 | 8.2 | 7.9 | 11.1 | 10.0 | 11.4 | 14.6 |
| Yield to Maturity including management fee income (%) |
12.1 | 8.8 | 83 | 11.6 | 10.4 | 12.2 | 15.7 |
| Collateral overview (on closing date) TruPS, senior, subordinated and surplus notes issued by US banks and insurers. Banks Insurance companies |
93% | 21% 78% |
38% 62% |
50% 50% |
31% 69% |
33% 87% |
23% 77% |
| CDO structure | 537.8 | 351.0 | 313.9 | 338.4 | 282.9 | 177.2 | 279.8 |
| Original collateral principal balance (\$ million) Initial implied rating2 |
Bas3 | Bea3 | Bas3 | Ba1 | Ba2 | Ba3 | Ba1 |
| Initial leverage ratio3 | 6.7% | 5.7x | 4.6× | 5.8x | 4.5x | 5x | 7.8x |
| Other key terms | Passed / | Passed / | Passed / | Passed/ | Passed / | Passed / | Feb 2027/ |
| Non call/Auction call | Mar 2028 | Dec 2026 | Feb 2026 | Nov 2027 | July 2028 | Oct 2028 | Feb 2032 |
| Legal final deadline | Mar 2039 | Sept 2039 | Feb 2039 | Feb 2039 | Apr 2040 | Jul 2041 | Feb 2039 |
| Senior collateral management fee (bps) | 20 | 20 | 20 | 20 | 30 | 30 | 30 |
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 seven CDO Equity Tranches held by the Company as at 30 June 2025:

Specialty Finance Investments represented approximately 0.7% of the Group's assets as at 30 June 2025.
• Specialty Finance Investments was comprised solely of the customary holdback on MSRs. In March 2025, prior to the tariff tumult and resulting decline in the 10-year US Treasuries (which impact mortgage and prepayment rates), the Group sold its MSR portfolio to a third-party buyer. The Group in line with its expectations received the majority of the proceeds (subject to customary holdbacks) from the sale by the end of April 2025. Due to a delay in customary regulatory approvals, it is now estimated that the sale of the MSR portfolio will complete in October 2025 and remaining cash will be received shortly thereafter.
Investments in CRTs represented approximately 7.6% of the Group's assets as of 30 June 2025.
The Group also held two US Treasuries which represented approximately 1.3% of the Group's assets as at 30 June 2025. One US Bank Debt position held as at 31 December 2024 was sold to TFINS 2025-1 for USD 1.97m in February 2025.
Following the period end, the Group invested in a pre-Global Financial Crisis era bank TruPS CDO ("USCAP4") alongside other EJF managed funds and accounts with a goal of acquiring the underlying collateral in order to resecuritise it in EJF's next securitisation deal ("TFINS 2025-2"). The Group received its original investment with a return of USD1.8m (c.22% gain on net initial investment of USD8.2m) in September 2025 following the close of TFINS 2025- 2 as detailed below.
On 18 September 2025, the Company via its subsidiary invested in the CDO Equity Tranche of TFINS 2025-2, a securitisation sponsored by EJF. The Company's total investment in TFINS 2025-2 was approximately USD18.9m. This was funded using proceeds of USD12.8m received from the Company's investment in the CDO Equity Tranche of TFINS 2019-1, which was called at the same time, USD2m of proceeds from the redemption at par of its mezzanine debt investment in TFINS 2019-1 and net additional cash of USD4.1m. The Manager believes that the investment in TFINS 2025-1 will generate approximately 18% yield to maturity.
We believe the portfolio contains a selection of diversified borrowers within the context of its financial institution focused mandate. Our credit team conducts regular surveillance on issuer financial and business profiles and the broader portfolio and there were no defaults during the period on the underlying securitisation collateral positions.
The Group's functional 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. As at 30 June 2025, USD 71.7m of approximately USD 146.2m exposure was hedged. As a result of Sterling movement against the USD during the period, the Group recorded an FX loss (including a loss incurred at EJFIH level) of 7.82% for the period.
The US insurance sector showed a mixed performance in the first half of 2025: Life Insurance companies started the year strongly on optimism around lighter regulation, M&A prospects, and supportive Treasury yields, but underperformed in Q2 as enthusiasm for elevated rates faded and concerns around reinvestment yields grew, while P&C insurers outperformed through the half year, supported by favourable underwriting results, firm pricing, rising investment yields, and broader "risk-on" sentiment that reinforced investor confidence.
In many ways, the 2023 so-called "Regional Bank Crisis" posed almost as many challenges to the Company's small bank strategy as the Great Financial Crisis. Small bank valuations plummeted in the public markets and valuations of small bank issued debt correspondingly dropped, even if not warranted by standard measures of default risk. Banks stopped issuing subordinated debt during this period and the securisation market for small bank and insurance debt dried up, perhaps the largest risk the Manager faces in executing the Company's primary investment mandate.
Matters have dramatically changed since then, especially after the election of President Donald Trump and the Republican sweep of both houses of Congress. From a regulatory perspective, the key change has been the personnel appointed by Trump (and consented to by the Senate) for regulatory banking positions and the tone those regulators have set. In terms of the US Federal Reserve, Trump (as noted above) elevated Michelle Bowman to Vice Chair of Supervision. Bowman is a former community banker and she has articulated the need to regulate smaller banks differently than much larger, systemically important banks (GSIBs), including taking into account their simpler lending businesses and balance sheets. Trump also named Travis Hill as interim Chairman of the FDIC, the primary regulator of small banks overseeing subordinated debt issuance and M&A approvals. Hill signaled almost immediately the new administration's embrace of M&A in the small bank sector. This new regulatory tone is significant for small banks as two of the last four years have seen the fewest mergers since the 1990s due to the combination of the COVID-19 pandemic, March 2023 bank failures and the impact of higher interest rates. EJF expects M&A deal activity to rebound dramatically as interest rates decline and regulatory burdens ease. These appointments to key regulatory positions have resulted in almost previously unthinkable mergers of large super-regional banks such as Capital One and Discover, and Huntington Bank's acquisition of Texas bank, Veritex, but also M&A in the small bank sector. Indeed, total transaction value for 2024 was nearly four times that of 2023 and total transaction value in the first seven months of 2025 was 32% higher than all of 2024. Notably, all of this M&A activity has taken shorter time frames from the initial announcement of an intent to merger to the closing of the mergers.
From the perspective of the Company, M&A has led to the creation of larger, potentially more creditworthy institutions which can lead to price appreciation of subordinated debt held through EJFI's securitisation equity positions. As important has been the greater issuance volume of subordinated debt beginning in 2024. One reason banks have issued more subordinated debt is to raise regulatory capital levels in anticipation of a merger transaction. All subordinated debt issuance must be approved by regulators and heightened levels of capital are required to obtain regulatory approval for M&A. As the Federal Reserve began a cutting cycle, which EJF believes the Fed will following the cut in September 2025, banks are issuing subordinated debt again. Subordinated debt typically has a 10-year maturity with a 5-year non-call feature, after which the instrument typically turns to a floating rate bond and starts to lose regulatory capital treatment. Banks typically look to call these bonds as the fifth year approaches, thereby shortening duration. Issuance volume was at a peak in 2020-21 – when interest rates were historically very low --- and EJF expects a refinance wave over the next two years as the instruments start to lose regulatory capital treatment. EJF believes the refinancing wave will provide an opportunity to deploy capital at historically high yields and offer potential excess returns via call date optionality.
The recent issuance by EJF of its TFINS 2025-1 securitisation in March 2025 at the highest yields (approximately 16% yield to maturity for the equity tranche purchased by the Company) since the TFINS platform began 10 years ago underscores the opportunity set. TFINS 2025-2 was priced at even higher yields (approximately 18% yield to maturity) which closed in September 2025. Significantly, these two securitisations should be followed by more this year as demand for the rated tranches has increased and the size of these transactions have also increased, leading to higher CDO management fee revenue for the Company through its 49% interest in EJF CDO Manager LLC. EJF believes that there is a not insignificant correlation between the regulatory backdrop and the notable (1) increase in demand for TFINS rated paper and (2) opening of the securitisation market generally.
The Manager has never been more bullish on the Company's strategy. The bank subordination debt strategy, modestly leveraged through the securitisation market, has incredible tailwinds. In addition, the augmentation of that strategy with the emerging Credit Risk Transfer (CRT) transactions by small banks, makes the Company's shares look attractive, especially given that they are trading at a wide discount. It should be noted that the Manager has renewed its commitment to continue to invest in the Company's shares and will do so using 10% of its management fee over the next four quarters. The CRT transactions have yields ranging from 13-18%. They also provide diversity of exposure to different loan asset classes such as residential mortgage, CRE and subsidized low income housing. Finally, the CRT transactions reduce the direct exposure of the Company to small bank credit.
In reviewing the Principal Risks for the period, the Directors have carried out an assessment of the risk factors that they consider the Company to be exposed to.
As a result of such assessment, the Directors have determined that the Principal Risks relating to the Company that were disclosed in the Annual Report for the year ended 31 December 2024, and are summarised below, are unchanged and are expected to remain relevant to the Company for the remaining six months of its financial year. The Directors do not consider there to be any emerging risks or uncertainties.
| Principal Risks | |
|---|---|
| Strategic |
Changes to global geopolitical and macro-economic conditions may adversely impact the Company's investment performance, the availability of investment opportunities, the Manager's ability to source and securitise investments, and prevent the Company from meeting its Investment Objective.
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 structure of tax, legal or regulatory rationale and make it difficult to pursue the Investment Policy.
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:
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 could adversely impact the ability of the Manager to meet the Investment Objective.
| Principal Risks | |
|---|---|
| Investments |
The nature of the Group's investments makes them inherently difficult to value compared to more liquid investments due to the number of assumptions involved. Furthermore, a general market collapse and/or a seizingup of credit markets may render it difficult to price certain investments with any degree of accuracy, or at all.
The value of the Group's investments may be impacted by adverse credit events with recovery of initial investments being lengthy and uncertain.
The Company is dependent on the ability of all its service providers for the successful management and administration oftheCompany's affairs. Thisincludes a relianceon the strength oftheirinternal controls,their ability to retain and recruit sufficient appropriately qualified and experienced staff and their cyber security, data protection and business continuity planning controls and framework.
The Directors do not consider there to be any emerging risks or uncertainties.
The Directors are responsible for preparing the Interim Report in accordance with applicable law and regulations. The Directors confirm that to the best of their knowledge:
By Order ofthe Board John Kingston III Chair 29 September 2025
We have been engaged by EJF Investments Limited (the "Company") to review the unaudited condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 which comprises Unaudited Condensed Statement of Comprehensive Income, Unaudited Condensed Statement of Financial Position, Unaudited Condensed Statement of Changes in Equity and Unaudited Condensed Statement of Cash Flow and the related notes 1 to 21 to the Unaudited Condensed Interim Financial Statements. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the unaudited condensed set of financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the unaudited condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as issued by the International Accounting Standards Board and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
We conducted our review in accordance with International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE) issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the International Accounting Standards Board ("IASB") . The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as adopted by the International Accounting Standards Board.
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with this ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.
The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible for 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 the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the unaudited condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.
Ernst & Young LLP London 29 September 2025
| Notes | 1 January 2025 to 30 June 2025 (Unaudited) £ |
1 January 2024 to 30 June 2024 (Unaudited) £ |
|
|---|---|---|---|
| Dividend income | 6 | 4,500,000 | 4,000,000 |
| Net foreign exchange gain/(loss) | 10,335 | (186) | |
| Net (loss)/gain on financial assets held at FVTPL | 8 | (4,897,325) | 3,274,020 |
| Total (loss)/income | (386,990) | 7,273,834 | |
| Investment management fee | 17 | (399,522) | (439,053) |
| Legal and professional fees | (185,885) | (216,952) | |
| Administration fees | (96,325) | (100,162) | |
| Directors' fees | 17 | (73,627) | (65,921) |
| Directors' and professional indemnity insurance | 17 | (20,412) | (24,496) |
| Audit fees | (111,317) | (129,791) | |
| Other expenses | (36,710) | (33,295) | |
| Total operating expenses | (923,798) | (1,009,670) | |
| Expenses reimbursed by the Manager | 17 | - | 48,715 |
| Net operating expenses | (923,798) | (960,955) | |
| Operating (loss)/profit | (1,310,788) | 6,312,879 | |
| Finance costs | 7 | (1,077,618) | (944,681) |
| (Loss)/profit and total comprehensive (loss)/income for the | |||
| period attributable to Shareholders | (2,388,406) | 5,368,198 | |
| Weighted average number of Ordinary Shares in issue during the period |
18 | 61,145,198 | 61,145,198 |
| Basic and diluted (loss)/earnings per Ordinary Share | 18 | (3.9p) | 8.8p |
EJF INVESTMENTS LIMITED UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
All items in the above statement are derived from continuing operations.
| Notes | As at 30 June 2025 (Unaudited) £ |
As at 31 December 2024 (Audited) £ |
|
|---|---|---|---|
| Non-current assets | |||
| Financial assets at FVTPL | 8 | 110,485,402 | 126,382,727 |
| Current assets | |||
| Cash and cash equivalents | 994,755 | 512,871 | |
| Other receivables and prepaid expenses | 9 | 328,003 | 477,939 |
| Total current assets | 1,322,758 | 990,810 | |
| Total assets | 111,808,160 | 127,373,537 | |
| Non-current liabilities ZDP Shares |
11 | (16,167,746) | - |
| Current liabilities | |||
| ZDP Shares | 11 | - | (26,028,989) |
| Accounts payable and accrued expenses | 10 | (567,942) | (612,402) |
| Total current liabilities | (567,942) | (26,641,391) | |
| Total liabilities | (16,735,688) | (26,641,391) | |
| Net assets | 95,072,472 | 100,732,146 | |
| Equity | |||
| Stated capital | 12 | 85,254,127 | 85,254,127 |
| Retained earnings | 9,818,345 | 15,478,019 | |
| Total equity | 95,072,472 | 100,732,146 | |
| Number of Ordinary Shares in issue at period/year end | |||
| (excluding treasury shares) | 12 | 61,145,198 | 61,145,198 |
| NAV per Ordinary Share | 155p | 165p |
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
The unaudited condensed interim financial statements were approved by the Board of Directors and signed on their behalf by:
Director 29 September 2025
| Note | Number of shares (Unaudited) |
Stated capital (Unaudited) £ |
Retained earnings (Unaudited) £ |
Net assets attributable to Shareholders (Unaudited) £ |
|
|---|---|---|---|---|---|
| Balance as at 1 January 2025 | 61,145,198 | 85,254,127 | 15,478,019 | 100,732,146 | |
| Total comprehensive lossforthe period |
- | - | (2,388,406) | (2,388,406) | |
| Dividends paid | 13 | - | - | (3,271,268) | (3,271,268) |
| Balance as at 30 June 2025 | 61,145,198 | 85,254,127 | 9,818,345 | 95,072,472 |
| Note | Number of shares (Unaudited) |
Stated capital (Unaudited) £ |
Retained earnings (Unaudited) £ |
Net assets attributable to Shareholders (Unaudited) £ |
|
|---|---|---|---|---|---|
| Balance as at 1 January 2024 | 61,145,198 | 85,254,127 | 12,731,672 | 97,985,799 | |
| Total comprehensive income for the | |||||
| period | - | - | 5,368,198 | 5,368,198 | |
| Dividends paid | 13 | - | - | (3,271,268) | (3,271,268) |
| Balance as at 30 June 2024 | 61,145,198 | 85,254,127 | 14,828,602 | 100,082,729 |
| EJF INVESTMENTS LIMITED |
|---|
| UNAUDITED CONDENSED STATEMENT OF CASH FLOWS |
| Notes | 1 January 2025 to 30 June 2025 (Unaudited) £ |
1 January 2024 to 30 June 2024 (Unaudited) £ |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| (Loss)/profit and total comprehensive (loss)/income for the period | (2,388,406) | 5,368,198 | |
| Adjustmentsfor: | |||
| - Amortisation of ZDP Shares, issuance and redemption costs |
7, 11 | 1,077,642 | 952,100 |
| - Net unrealised loss/(gain) on financial assets held at FVTPL |
8 | 4,897,325 | (3,274,020) |
| - Net foreign exchange (gain)/loss |
(10,335) | 186 | |
| Changes in net assets and liabilities: | |||
| Decrease in other receivables and prepaid expenses | 149,936 | 46,719 | |
| Decrease in accounts payable and accrued expenses | (44,460) | (77,180) | |
| Capital distributions from EJFIH | 8 | 11,000,000 | - |
| Net cash generated from operating activities1 | 14,681,702 | 3,016,003 | |
| Cash flow from financing activities | |||
| Redemption of 2025 ZDP Shares | 11 | (15,808,347) | - |
| Proceeds from the issuance of 2029 ZDP Shares | 11 | 5,900,040 | - |
| Share issue costs of 2029 ZDP Shares | 11 | (1,030,578) | - |
| Dividends paid | 13 | (3,271,268) | (3,271,268) |
| Net cash used in financing activities | (14,210,153) | (3,271,268) | |
| Net increase / (decrease) in cash and cash equivalents | 471,549 | (255,265) | |
| Cash and cash equivalents at the start of the period | 512,871 | 660,830 | |
| Effect of movements in exchange rates on cash held | 10,335 | (186) | |
| Cash and cash equivalents at the end of the period | 994,755 | 405,379 |
1Please see note 6 for dates and amounts of dividends received in cash.
EJF Investments Limited ("the Company" or "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 IFC 5, St. Helier, Jersey, JE1 1ST. The principal legislation under which the Company operatesisthe Companies Law, as amended. The Company's stated capital comprises Ordinary Shares admitted to trading on the SFS. The 2029 ZDP Shares are also admitted to trading on the SFS.
The Company does not have a fixed life as set out in the 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 EGM held on 5 May 2022. The next Continuation Vote will take place around May 2027, being five years from the most recent vote.
The Manager has been appointed by the Company to provide management and investment managementservices and the Administrator has been appointed to provide administration services to the Company.
The Manager is a subsidiary of EJF. EJF is an investment adviser principally located in theUS 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.
The Company has one direct subsidiary, EJFIH (incorporated on 9 June 2017), of which it owns 100% (31 December 2024: 100%) of the share capital. Refer to note 14 for further information on EJFIH and EJFIH's subsidiaries and associates.
EJFIH holds 85% (31 December 204: 85%) of the Partnership's interests (refer to note 14 for further information).
The Company is an investment entity as per IFRS 10. Through EJFIH,the Company primarily investsin 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 and private equity, in both cash and synthetic formats, issued by entities domiciled in the US, UK and Europe.
The unaudited condensed interim financial statements of the Company for the period from 1 January 2025 to 30 June 2025 have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the International Accounting Standards Board, together with applicable legal and regulatory requirements of the Companies Law and the Listing Rules of the SFS.
The unaudited condensed interim financial statements should be read in conjunction with the Annual Report for the year ended 31 December 2024, which was prepared in accordance with IFRS. As required by the Disclosure Guidance and Transparency Rules of the FCA, the unaudited condensed interim financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published financial statements for the year ended 31 December 2024.
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 approval of the financial statements.
2. Statement of Compliance (continued)
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 unaudited condensed interim 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 Company's operating expenses and the potential default risk of the investments held.
In light of the assessment, the Directors are satisfied that, at the time of approving the unaudited condensed interim 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 unaudited condensed interim financial statements and have therefore prepared the unaudited condensed interim financial statements on a going concern basis.
There have been no changesto the material accounting policiesfromthose applied in the Annual Report for the year ended 31 December 2024 and as set out in note 2 therein.
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 unaudited condensed 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 unaudited condensed interim financial statements are as set out in note 3 of the Annual Report for the year ended 31 December 2024.
There have been no changes to the critical accounting judgements and estimates from those applied in the Annual Report for the year ended 31 December 2024.
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.
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
The Company received the following dividends from EJFIH during the periods from 1 January 2025 to 30 June 2025 and 1 January 2024 to 30 June 2024:
| 30 June 2025 (Unaudited) |
30 June 2024 (Unaudited) |
|
|---|---|---|
| Date received | £ | £ |
| 12 February 2024 | - | 1,800,000 |
| 22 May 2024 | - | 2,200,000 |
| 13 February 2025 | 2,000,000 | - |
| 13 May 2025 | 2,500,000 | - |
| Total dividend income | 4,500,000 | 4,000,000 |
| 30 June 2025 (Unaudited) £ |
30 June 2024 (Unaudited) £ |
|
|---|---|---|
| Amortisation of ZDP Shares, including finance costs, issuance and redemption | ||
| costs (see note 11) | 1,077,642 | 952,100 |
| Other interest | (24) | (7,419) |
| Total finance cost | 1,077,618 | 944,681 |
The investment in EJFIH is used to acquire exposure to a portfolio comprising a large number of investments. The investment in EJFIH is measured at FVTPL. The Board have 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:
| 30 June 2025 | 31 December 2024 | ||
|---|---|---|---|
| (Unaudited) | (Audited) | ||
| £ | £ | ||
| Opening balance | 126,382,727 | 121,682,398 | |
| Return of capital | (11,000,000) | - | |
| Net unrealised (loss)/gain on investment in EJFIH1 | (4,897,325) | 4,700,329 | |
| Investment in EJFIH at FVTPL at the end of the period/year | 110,485,402 | 126,382,727 |
During the period from 1 January 2025 to 30 June 2025, the Company made no further investment in EJFIH (year ended 31 December 2024: £nil).
On 15 May 2025, the Company received a capital distribution of £11,000,000 from EJFIH for the purpose of covering the repayment of the 2025 ZDP Shares.
1Net (loss)/gain on investment in EJFIH is presented after dividends received by the Company from EJFIH in the amount of £4,500,000 (31 December 2024: £8,700,000).
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
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:
| (Unaudited) (Audited) £ £ EJFIH's investments at FVTPL: Investment in the Partnership 67,475,004 73,568,775 Investment in Seneca 802,549 8,808,028 Investment in the CDO Manager 4,623,025 4,756,235 CDO Securities 971,517 1,127,106 Preference Shares - 1,138,738 Credit risk transfer 8,464,248 4,702,073 Mezzanine debt securities 4,540,827 5,026,973 Investment in US bank debt - 1,575,184 US treasury bills 1,453,972 3,133,374 Net derivative financial assets/(liabilities) 893,127 (1,886,535) 89,224,269 101,949,951 Total of EJFIH's investments at FVTPL EJFIH's other assets and liabilities: Cash 3,840,585 4,405,187 Cash equivalents held in money market fund 16,019,121 15,142,200 Cash held as margin 4,907,510 1,886,854 Other receivables 131,250 120,617 Payable to the Company (465,690) (293,725) EJFIH's NAV at the end of the period/year 126,382,727 110,485,402 |
30 June 2025 | 31 December 2024 |
|---|---|---|
The following table shows the movement of assets other than net derivative financial assets/(liabilities) held by EJFIH during the period from 1 January 2025 to 30 June 2025:
| Realised | Unrealised | Disposals, paydown |
||||
|---|---|---|---|---|---|---|
| Opening | gains/ | gains/ | and | Ending | ||
| fair value at | Additions | (losses)1 | (losses)1 | distributions | fair value at | |
| 1 January | 30 June | |||||
| 2025 | 2025 | |||||
| (Audited) (Unaudited) (Unaudited) | (Unaudited) | (Unaudited) (Unaudited) | ||||
| £ | £ | £ | £ | £ | £ | |
| Investment in the Partnership2 | 73,568,775 | 1,097,546 | 5,164,965 | (7,191,317) | (5,164,965) | 67,475,004 |
| Investment in Seneca3 | 8,808,028 | - | 5,311,508 | (6,092,026) | (7,224,961) | 802,549 |
| Investment in the CDO Manager2 | 4,756,235 | - | - | 421,523 | (554,733) | 4,623,025 |
| CDO Securities | 1,127,106 | 14,079 | - | (169,668) | - | 971,517 |
| Preference Shares | 1,138,738 | - | (174,494) | 134,198 | (1,098,442) | - |
| Credit risk transfer | 4,702,073 | 4,490,389 | (1,234) | (458,137) | (268,843) | 8,464,248 |
| Mezzanine debt securities | 5,026,973 | - | 4,239 | (392,913) | (97,472) | 4,540,827 |
| US treasury bills | 3,133,374 | - | (171,831) | 18,976 | (1,526,547) | 1,453,972 |
| Investment in US bank debt | 1,575,184 | - | 117,752 | (123,940) | (1,568,996) | - |
| Total financial assets | 103,836,486 | 5,602,014 | 10,250,905 | (14,408,037) | (16,950,226) | 88,331,142 |
1 Includes fluctuations in foreign exchange rates
2 Refer to note 14 for percentage of ownership
3During the period, EJFIH entered into a letter of intent to sell its MSR portfolio to a third-party buyer. EJFIH, in line with its expectations, received the majority of the proceeds (subject to customary holdbacks) from the sale by the end of April 2025 and the remaining amount represents customary holdback. Due to a delay in customary regulatory approvals, it is now estimated that the sale of the MSR portfolio will complete in October 2025 and remaining cash will be received shortly thereafter.
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
The following table shows the movement of assets held by EJFIH during the year from 1 January 2024 to 31 December 2024:
| Opening fair value at 1 January 2024 |
Additions | Realised gains/ (losses)1 |
Unrealised gains/ (losses)1 |
Disposals, paydown and distributions |
Ending fair value at 31 December 2024 |
|
|---|---|---|---|---|---|---|
| (Audited) (Unaudited) (Unaudited) (Unaudited) | (Unaudited) | (Unaudited) | ||||
| £ | £ | £ | £ | £ | £ | |
| Investment in the Partnership2 | 75,112,172 | - | 11,534,146 | (1,543,397) | (11,534,146) | 73,568,775 |
| Investment in Seneca3 | 9,470,083 | - | 64,633 | 644,611 | (1,371,299) | 8,808,028 |
| Investment in the CDO Manager2 | 6,045,335 | - | - | 75,009 | (1,364,109) | 4,756,235 |
| CDO Securities | 1,072,326 | - | - | 54,780 | - | 1,127,106 |
| Preference Shares | 1,119,497 | - | - | 19,241 | - | 1,138,738 |
| Credit risk transfer | - | 4,983,036 | 45,633 | 170,249 | (496,845) | 4,702,073 |
| Mezzanine debt securities | - | 4,311,040 | - | 715,933 | - | 5,026,973 |
| European Debt securities | 821,306 | - | (5,756) | (5,693) | (809,857) | - |
| US treasury bills | 3,387,864 | - | (42,424) | 12,233 | (224,299) | 3,133,374 |
| Investment in US bank debt | 4,679,982 | - | 33,507 | 108,518 | (3,246,823) | 1,575,184 |
| Total financial assets | 101,708,565 | 9,294,076 | 11,628,739 | 251,484 | (19,047,378) | 103,836,486 |
1 Include fluctuations in foreign exchange rates
2 Refer to note 14 for percentage of ownership
| 30 June 2025 | 31 December 2024 | ||
|---|---|---|---|
| (Unaudited) | (Audited) | ||
| £ | £ | ||
| Amount due from EJFIH | 293,726 | 465,690 | |
| Prepaid expenses | 34,277 | 12,249 | |
| Total other receivables and prepayments | 328,003 | 477,939 |
The amount due from EJFIH is interest free and repayable on demand. Credit risk is considered to be immaterial.
| 30 June 2025 (Unaudited) |
31 December 2024 (Audited) |
|
|---|---|---|
| £ | £ | |
| Management fee Legal and professional fees |
185,601 116,844 |
212,052 112,305 |
| Auditor remuneration | 111,311 | 168,000 |
| Sundry creditors | 68,420 | 45,665 |
| Other payables to the Manager | 49,335 | 35,451 |
| Directors' fees payable | 36,431 | 38,929 |
| Total accounts payable and accrued expenses | 567,942 | 612,402 |
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
As at the beginning of the period, the Company had 19,273,903 2025 ZDP Shares outstanding.
In April 2025, the Company issued a prospectus offering up to 28 million new 2029 ZDP Shares, comprised of a rollover offer to existing 2025 ZDP Shareholders to convert their shares into 2029 Rollover ZDP Shares, and an initial placing of additional 2029 ZDP Shares. During the period, the Company converted 7,982,227 2025 ZDP Shares into 11,102,466 2029 ZDP Shares at a conversion price of £1.3909. 2029 ZDP Shares were issued at a Gross Redemption Yield of 8.5% with a redemption value of 145.48 pence per share. An aggregate of 17,001,593 2029 ZDP Shares had been issued as at 30 June 2025, with the capacity for the Company to issue an additional 10,998,407 2029 ZDP Shares. Further in May 2025, in order to simplify the Company's capital structure and following the completion of the Rollover Offer and Initial Placing as above, the Company announced that it was bringing forward the repayment date for the Company's 2025 ZDP Shares to 14 May 2025. All remaining 2025 ZDP Shares were repaid as a result.
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.
| 2029 ZDP Shares | 2025 ZDP Shares | 2025 ZDP Shares | |
|---|---|---|---|
| 30 June 2025 | 30 June2025 | 31 December 2024 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| £ | £ | £ | |
| Opening balance | - | 26,028,989 | 24,076,047 |
| Redemption of 2025 ZDP Shares1 | - | (15,808,347) | - |
| Conversion of ZDP Shares 2025 to ZDP Shares 2029 | 11,102,466 | (11,102,466) | - |
| 2029 ZDP Shares Issue | 5,900,040 | - | - |
| ZDP Shares issuance costs | (1,030,578) | - | - |
| Amortisation of ZDP Shares, | |||
| including finance costs and issuance costs | 195,818 | 881,824 | 1,952,942 |
| ZDP Shares closing balance | 16,167,746 | - | 26,028,989 |
1 Repayment included original issuance price and 7% Gross Redemption Yield
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 oftransactions with Shareholders during the period/year was as follows:
| Number of Shares | Stated Capital (Unaudited) |
||
|---|---|---|---|
| (Unaudited) | |||
| £ | |||
| Opening balance as at 1 January 2025 | 61,145,198 | 85,254,127 | |
| Closing balance as at 30 June 2025 | 61,145,198 | 85,254,127 | |
| Stated Capital | |||
| Number of Shares (Audited) |
(Audited) | ||
| £ | |||
| Opening balance as at 1 January 2024 | 61,145,198 | 85,254,127 |
As at 30 June 2025, the Company had 15,808,509 treasury shares (31 December 2024: 15,808,509).
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
The Company paid the following dividends on its Ordinary Shares during the period from 1 January 2025 to 30 June 2025:
| Period to | Declared date | Ex-dividend date | Record date | Payment date |
Dividend rate per Ordinary Share (Unaudited) |
Net dividend Paid (Unaudited) |
|---|---|---|---|---|---|---|
| £ | £ | |||||
| 31 Dec 2024 | 28 Jan 2025 | 6 Feb 2025 | 7 Feb 2025 | 28 Feb 2025 | 0.02675 | 1,635,634 |
| 31 Mar 2025 | 24 Apr 2025 | 1 May 2025 | 2 May 2025 | 30 May 2025 | 0.02675 | 1,635,634 |
| Total dividends | 3,271,268 |
The Company paid the following dividends on its Ordinary Shares during the period from 1 January 2024 to 30 June 2024:
| Period to | Declared date | Ex-dividend date | Record date | Payment date |
Dividend rate per Ordinary Share (Unaudited) |
Net dividend Paid (Unaudited) |
|---|---|---|---|---|---|---|
| £ | £ | |||||
| 31 Dec 2023 | 29 Jan 2024 | 8 Feb 2024 | 9 Feb 2024 | 29 Feb 2024 | 0.02675 | 1,635,634 |
| 31 Mar 2024 | 2 May 2024 | 16 May 2024 | 17 May 2024 | 31 May 2024 | 0.02675 | 1,635,634 |
| Total dividends | 3,271,268 |
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 | |
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| EJFIH | Private Company | Jersey | To hold a portfolio of investments in orderto generate capital appreciation and investment income. |
100% | 100% | Direct |
| Partnership | Limited Partnership | Delaware | To hold CDO Equity Tranches in orderto generate capital appreciation and investment income. |
85% | 85% | Indirect |
| CDO Manager | Limited Liability Company |
Delaware | To generate management fee income. |
49% | 49% | Indirect |
| Seneca | Limited Partnerships | Delaware | To generate income from MSRs. |
100% | 100% | Indirect |
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
As at 30 June 2025, there has been no change to the Company's financial risk management objectives and policies to those disclosed in note 15 of the Annual Report for the year ended 31 December 2024.
This section should be read in conjunction with note 15 of the Annual Report for the year ended 31 December 2024 which provides more detail about accounting policies adopted, the definitions of the three levels of fair value hierarchy, valuation methods used in calculating fair value, and the valuation framework which governs oversight of valuations. There have been no changes in the accounting policies adopted or the valuation methodologies used.
The Company holds all of the shares in EJFIH which is 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.
The Company classifies financial instruments measured at fair value in the Portfolio according to the following hierarchy:
The Company's investment in EJFIH has been classified as a Level 3 investment and is measured at fair value for financial reporting purposes. The fair value of EJFIH is measured based on the NAV of EJFIH. The estimate of the NAV of EJFIH relies significantly on the estimate of the fair value of its underlying assets and liabilities. In determining fair value of its underlying assets and liabilities, EJFIH uses market-observable data to the extent it is available. However, certain valuations use unobservable data which involves more estimation uncertainty.
The tables below analyse 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 30 June 2025 and 31 December 2024. All fair value measurements below are recurring.
| As at 30 June 2025 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| (Unaudited) | (Unaudited) | (Unaudited) | |
| £ | £ | £ | |
| Investment held in EJFIH | - | - | 110,485,402 |
| Financial assets at FVTPL | - | - | 110,485,402 |
| As at 31 December 2024 | Level 1 | Level 2 | Level 3 |
| (Audited) | (Audited) | (Audited) | |
| £ | £ | £ | |
| Investment held in EJFIH | - | - | 126,382,727 |
| Financial assets at FVTPL | - | - | 126,382,727 |
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
The following table shows the movement of level 3 assets during the period from 1 January 2025 to 30 June 2025:
| Opening fair value 1 January 2025 (Unaudited) (Unaudited) |
Additions | Realised gains |
Unrealised losses (Unaudited) (Unaudited) |
Return of capital (Unaudited) |
Ending fair value 30 June 2025 (Unaudited) |
|
|---|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | £ | |
| EJFIH | 126,382,727 | - | - (4,897,325) | (11,000,000) | 110,485,402 | |
| Total financial assets | 126,382,727 | - | - (4,897,325) | (11,000,000) | 110,485,402 |
The following table shows the movement of level 3 assets during the year ended 31 December 2024:
| Opening fair value 1 January 2024 (Audited) £ |
Additions (Audited) £ |
Realised gains (Audited) £ |
Unrealised gains (Audited) £ |
Return of capital (Audited) £ |
Ending fair value 31 December 2024 (Audited) £ |
|
|---|---|---|---|---|---|---|
| EJFIH | 121,682,398 | - | - | 4,700,329 | - | 126,382,727 |
| Total financial assets | 121,682,398 | - | - | 4,700,329 | - | 126,382,727 |
The tables below are a supplemental disclosure 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 valuesrecognised in the statement of financial position as at 30 June 2025 and 31 December 2024. All fair value measurements below are recurring.
| As at 30 June 2025 | Level 1 (Unaudited) |
Level 2 (Unaudited) |
Level 3 (Unaudited) |
Total (Unaudited) |
|---|---|---|---|---|
| £ | £ | £ | £ | |
| Investment in the Partnership | - | - | 67,475,004 | 67,475,004 |
| Investment in Seneca | - | - | 802,549 | 802,549 |
| Investment in CDO Manager | - | - | 4,623,025 | 4,623,025 |
| CDO securities | - | - | 971,517 | 971,517 |
| Credit risk transfer | - | 8,464,248 | - | 8,464,248 |
| Mezzanine debt securities | - | 4,540,827 | - | 4,540,827 |
| US treasury bills | 1,453,972 | - | - | 1,453,972 |
| Financial assets at FVTPL | 1,453,972 | 13,005,075 | 73,872,095 | 88,331,142 |
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
Fair Value Hierarchy (continued)
| As at 31 December 2024 | Level 1 Level 2 |
Level 3 | Total | ||
|---|---|---|---|---|---|
| (Audited) | (Audited) | (Audited) | (Audited) | ||
| £ | £ | £ | £ | ||
| Financial assets at FVTPL | |||||
| Investment in the Partnership | - | - | 73,568,775 | 73,568,775 | |
| Investment in Seneca | - | - | 8,808,028 | 8,808,028 | |
| Investment in CDO Manager | - | - | 4,756,235 | 4,756,235 | |
| CDO securities | - | - | 1,127,106 | 1,127,106 | |
| Investment in Preference Shares | - | - | 1,138,738 | 1,138,738 | |
| Credit risk transfer | - | 4,702,073 | - | 4,702,073 | |
| Mezzanine debt securities | - | 5,026,973 | - | 5,026,973 | |
| US treasury bills | 3,133,374 | - | - | 3,133,374 | |
| Investment in US bank debt | - | 1,575,184 | - | 1,575,184 | |
| Financial assets at FVTPL | 3,133,374 | 11,304,230 | 89,398,882 | 103,836,486 |
The following tables show net derivative financial assets or liabilities as at 30 June 2025 and 31 December 2024:
| As at 30 June 2025 | Level 1 (Unaudited) £ |
Level 2 (Unaudited) £ |
Level 3 (Unaudited) £ |
|---|---|---|---|
| Derivative financial assets | - | 893,127 | - |
| Financial liabilities at FVTPL | - | 893,127 | - |
| As at 31 December 2024 | Level 1 (Audited) £ |
Level 2 (Audited) £ |
Level 3 (Audited) £ |
| Derivative financial liabilities | - | (1,886,535) | - |
| Financial liabilities at FVTPL | - | (1,886,535) | - |
Movement of Level 3 assets held by EJFIH during the period from 1 January 2025 to 30 June 2025 and 1 January 2024 to 31 December 2024 is included in note 8.
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;
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.
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
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 ability to borrow up to 35% of its NAV (calculated at the time of drawdown), provided that:
Investment transactions between EJFIH and the underlying investments are disclosed in note 8. Dividends received from EJFIH are disclosed in note 6. Further, EJFIH paid £1,676,762 expenses (30 June 2024: £nil) on behalf of the Company. See note 9 for balance receivable from EJFIH in respect of these transactions.
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 for each Director is £44,000 (2024: £44,000) per annum. The Chair of the Board, Audit & Risk Committee and Management Engagement Committee are entitled to an additional fee of £11,000, £5,500 and £3,000 (2024: £11,000, £5,500 and £3,000) per annum respectively.
For the period from 1 January 2025 to 30 June 2025, the Company recorded Directors' fees of £73,627 (30 June 2024: £65,921). As at 30 June 2025, £36,431 (31 December 2024: £38,929) of this amount was outstanding.
Directors' and Officers' liability insurance cover is maintained by the Company on behalf of the Directors. During the period from 1 January 2025 to 30 June 2025, the Company recorded a directors' and professional indemnity insurance expense of £20,412 (30 June 2024: £24,496).
Shareholdings in the Company by the Directors as at the period/year-end were as follows:
| Percentage of | Percentage of | |||
|---|---|---|---|---|
| Ordinary Shares | Ordinary Shares | |||
| Ordinary Shares | in Issue | Ordinary Shares | in Issue | |
| Name | 1 30 June 2025 (Unaudited) |
2 30 June 2025 (Unaudited) |
1 31 December 2024 (Audited) |
2 31 December 2024 (Audited) |
| John Kingston III | 191,368 | 0.313% | 163,368 | 0.267% |
| Nick Watkins | 20,000 | 0.033% | 10,000 | 0.016% |
ZDP shareholdings in the Company by the Directors as at the period/year-end were as follows:
| 2029 ZDP Shares 30 June 20251 |
Percentage of 2029 ZDP Shares in Issue 30 June 20253 |
2025 ZDP Shares 31 December |
Percentage of 2025 ZDP Shares in Issue |
|
|---|---|---|---|---|
| 20241 | 31 December 20243 | |||
| Name | (Unaudited) | (Unaudited) | (Audited) | (Audited) |
| Nick Watkins | 13,909 | 0.081% | 10,000 | 0.052% |
1 The shareholdings are either direct and/or indirect holdings.
2 The calculation of Ordinary shareholding percentage is based on number of Ordinary Shares in issue after adjusting for treasury shares
3 The calculation of ZDP shareholding percentage is based on number of ZDP Shares in issue.
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
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% (onetwelfth of 1%) of the Company's NAV.
For the period from 1 January 2025 to 30 June 2025, the Company incurred a management fee of £399,522 (30 June 2024: £439,053), which is presented within operating expenses on the unaudited condensed statement of comprehensive income and had an outstanding liability of £185,601 (31 December 2024: £212,052), which is presented within accounts payable and accrued expenses on the unaudited condensed statement of financial position.
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.
For the period from 1 January 2024 to 30 June 2025, no Incentive Fee liability was accrued (31 December 2024: nil).
For the period from 1 January 2025 to 30 June 2025, £nil (30 June 2024: £48,715) of operating expenses were offset by reimbursements from the Manager. Further during the period, the Manager paid £43,299 (30 June 2024: £26,827) of expenses on behalf of the Company. As at 30 June 2025, the Company had a net payable balance of £49,335 (31 December 2024: £35,451)to the Manager relating to the reimbursement of these expenses.
Holdings of Ordinary Shares and 2029 ZDP Shares by officers of the Manager and its affiliates (not considered as related parties) as at period/year end are as follows:
| Ordinary Shares | Percentage of Ordinary Shares in Issue |
Ordinary Shares | Percentage of Ordinary Shares in Issue |
|
|---|---|---|---|---|
| Name | 1 30 June 2025 (Unaudited) |
2 30 June 2025 (Unaudited) |
1 31 December 2024 (Audited) |
2 31 December 2024 (Audited) |
| EJF Capital Limited | 2,050,554 | 3.35% | 1,964,063 | 3.21% |
| Emmanuel Friedman3 | 11,816,558 | 19.33% | 11,816,558 | 19.33% |
| Jason Ruggiero | 168,734 | 0.28% | 168,734 | 0.28% |
| Peter Stage4 | - | - | 141,501 | 0.23% |
| Neal Wilson | 1,718,881 | 2.81% | 1,718,881 | 2.81% |
1 The shareholdings are either direct and/or indirect holdings of Ordinary Shares
2 The calculation of Ordinary 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 31 August 2024, Peter Stage left the Manager, to pursue other career opportunities.
FOR THE PERIOD FROM 1 JANUARY 2025 TO30 JUNE 2025
Neal Wilson is, and until 31 August 2024 Peter Stage was, an officer 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.
| Percentage of 2029 ZDP Shares |
Percentage of 2025 ZDP Shares |
|||
|---|---|---|---|---|
| 2029 ZDP Shares | in Issue | 2025 ZDP Shares | in Issue | |
| Name | 1 30 June 2025 (Unaudited) |
2 30 June 2025 (Unaudited) |
1 31 December 2024 (Audited) |
2 31 December 2024 (Audited) |
| Neal Wilson | - | - | 1,000,000 | 5.19% |
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.
Basic earnings per share is calculated by dividing the (loss)/earnings for the period by the weighted average number of Ordinary Shares in issue during the period.
The diluted earnings per share is calculated by considering adjustments required to the (loss)/earnings and weighted average number of shares for the effects of potential dilutive Ordinary Shares. As at 30 June 2025 and 30 June 2024, there were no dilutive instruments in issue, hence basic and diluted EPS were the same.
The weighted average number of Ordinary Shares in issue as at 30 June 2025 is 61,145,198 (30 June 2024: 61,145,198). As at 30 June 2025, the Company had basic and diluted loss per Ordinary Share of 3.9p (30 June 2024: basic and diluted earnings per Ordinary Share of 8.8p).
The Board evaluated subsequent events for the Company until 29 September 2025, the date the financial statements were available to be issued and has concluded that the material events listed below do not require adjustment of the financial statements.
On 23 July 2025, the Board of the Company made an application to the London Stock Exchange for a block listing of 4,700,000 new 2029 ZDP Shares to be admitted to trading on the specialist fund segment of the main market of the London Stock Exchange. Further 2029 ZDP Shares will be issued pursuant to the Company's existing general authority to issue shares on a non-pre-emptive basis. These 2029 ZDP Shares may be issued to satisfy market demand, as and when market conditions permit. When issued, the new 2029 ZDP Shares will rank pari passu with the existing 2029 ZDP Shares in issue. Following this 1,500,000 2029 ZDP Shares have been issued to date under the block listing. The total number of 2029 ZDP Shares in issue at the date of this report is 18,501,593.
On 31 July 2025, the Company declared a dividend of 2.675p per share in respect of the quarter ended 30 June 2025. The dividend was payable to Shareholders on the register as at close of business on 15 August 2025, and the corresponding ex-dividend date was 14 August 2025. Payment was made on 29 August 2025.
Following the period end, the Company subscribed for an additional 1,928,200 ordinary shares of no par value in the capital of EJFIH for an aggregate subscription amount of £1,928,200.
Commented [JG1]: We could technically issue more shares between today and 29 September. Lets keep in square brackets and highlighted.
UNAUDITED ALTERNATIVE PERFORMANCE MEASURES
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.
Common industry performance benchmark for calculating the Total Return and Share Price (Discount)/Premium to NAV per Ordinary Share.
NAV per Ordinary Share is calculated as follows:
| 30 June 2025 | 31 December 2024 | |
|---|---|---|
| Net Assets as per unaudited condensed statement of financial position Number of Ordinary Shares in issue at period/year end (excluding treasury |
£95,072,472 | £100,732,146 |
| shares) | 61,145,198 | 61,145,198 |
| NAV per Ordinary Share | 155p | 165p |
The decrease in the NAV per Ordinary Share plus the total dividends paid per Ordinary Share during the period, with such dividends paid being reinvested 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.
To provide transparency in the Company's performance and to help investors identify and monitor the compounded returns of the Company.
Total Return has been calculated using the following monthly returns and compounded as follows:
| 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|---|
| Monthly return | % | % | % | % | % | % |
| January | 1.04 | 0.80 | (0.58) | 0.13 | 1.99 | 0.47 |
| February | (0.22) | 1.10 | 1.48 | 1.34 | 0.15 | 0.18 |
| March | (1.71) | 1.10 | (4.55) | 2.22 | 2.12 | (13.57) |
| April | (1.28) | 1.26 | (0.17) | 4.01 | 0.44 | 0.58 |
| May | 0.27 | (0.26) | 0.84 | 0.72 | (2.09) | 3.33 |
| June | (0.54) | 1.45 | (6.72) | 1.87 | 2.80 | 0.15 |
| July | - | (0.19) | 0.91 | 1.09 | (0.01) | 1.25 |
| August | - | (0.42) | 1.63 | 2.73 | 0.55 | 0.34 |
| September | - | (1.75) | (0.36) | 2.47 | 3.06 | 0.40 |
| October | - | 2.64 | 0.80 | (0.40) | (0.16) | (0.73) |
| November | - | 1.77 | (0.69) | (3.15) | 3.25 | 1.16 |
| December | - | 1.97 | 0.25 | 0.20 | (1.43) | 0.25 |
| Compounded | ||||||
| monthly return | (2.44) | 9.80 | (7.27) | 13.85 | 11.02 | (7.02) |
The Total Return from inception to 30 June 2025 was 92.09% (31 December 2024: 96.92%). The annualised total return since inception to 30 June 2025 was 8.17% (31 December 2024: 9.06%).
UNAUDITED ALTERNATIVE PERFORMANCE MEASURES
Dividends declared in respect of the relevant period divided by the share price mid quote as at the end of the relevant period.
To measure the Company's distribution of dividends to the Shareholders relative to share price to allow comparability to other companies in the market.
Annualised Dividend Yield is calculated as follows:
| 30 June 2025 | |
|---|---|
| Dividends declared and paid for the quarter ended 31 December 2024 (see note 13) | 2.675p |
| Dividends declared and paid for the quarter ended 31 March 2025 (see note 13) | 2.675p |
| Total Dividends declared in respect of the period ended 30 June 2025 | 5.350p |
| Share price mid quote for the period from 1 January 2025 to 30 June 2025 | 118p |
| Annualised Dividend Yield | 9.1% |
| 30 June 2024 | |
|---|---|
| Dividends declared and paid for the quarter ended 31 December 2023 (see note 13) | 2.675p |
| Dividends declared and paid for the quarter ended 31 March 2024 (see note 13) | 2.675p |
| Total Dividends declared in respect of the period ended 30 June 2024 | 5.350p |
| Share price mid quote for the period from 1 January 2024 to 30 June 2024 | 96.0p |
| Annualised Dividend Yield | 11.1% |
Closing price as at such date as published on the LSE less the NAV per Ordinary Share divided by the NAV per Ordinary Share.
Common industry measure to understand the price of the Company's shares relative to its net asset valuation.
Share price discount to NAV per Ordinary Share is calculated as follows:
| 30 June 2025 | 31 December 2024 | |
|---|---|---|
| Closing price as published on the London Stock Exchange | 118p | 120p |
| NAV per Ordinary Share | 155p | 165p |
| Share Price Discount to NAV per Ordinary Share | (23.9)% | (27.3)% |
| TERM | DEFINITION |
|---|---|
| Adjusted NAV attributable to Ordinary Shares | AdjustedNAV attributable toOrdinary Sharesis 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 | Apex Financial Services (Alternative Funds) Limited. |
| Admission | Admission of the Company's Ordinary Shares to trading on the Specialist Fund Segment of the London Stock Exchange on 7 April 2017. |
| AGM | Annual General Meeting. |
| AIC Code | Association of Investment Companies Corporate Governance Code |
| 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. |
| Annualised Dividend Yield | Has the meaning on page 38. |
| Annual Report | Annual Report and Audited Financial Statements. |
| APM | Alternative performance measure. The calculation methodology and rationale for disclosing each of the APMs has been disclosed on pages 37 and 38. |
| Articles | The articles of association of the Company. |
| Auditor | Ernst & Young LLP. |
| 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. |
| CDOSecurities | Bonds issued by Kodiak, Attentus and Taberna, which are unaffiliated third-party CDO sponsors. |
| CFTC | US Commodities and Futures Trading Commission. |
| Chair | 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. |
| 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). |
| TERM | DEFINITION |
|---|---|
| Continuation Vote | Vote to be held at an EGM to consider a Continuance Resolution. |
| Corporate Broker or Corporates Brokers or Financial Advisers | Panmure Liberum Capital Limited and Barclays Bank PLC. |
| CPO | Commodity pool operator. |
| CRT | Credit risk transfer. |
| Custodians | Citigroup Global Markets Inc. and Citibank N.A. |
| DTR | Disclosure Guidance and Transparency Rules. |
| EGM | Extraordinary general meeting. |
| EJF | EJF Capital LLC. |
| EJFIH or Subsidiary | EJF Investments Holdings Limited. |
| EJF Securitisations | EJF or EJF Affiliate-sponsored securitisations. |
| EU | The European Union. |
| FCA | UK Financial Conduct Authority. |
| FDIC | Federal Deposit Insurance Corporation. |
| Fed | US Federal Reserve. |
| FinTech | Financial Technology. |
| FSMA | Financial Services and Markets Act 2000. |
| FVTPL | Fair Value through Profit or Loss. |
| FX | Foreign exchange. |
| 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 34 | International Accounting Standard 34, "Interim Financial Reporting". |
| 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 | This Interim Report and Unaudited Condensed Interim Financial Statements. |
| 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 12 | International Financial Reporting Standard 32, "Disclosure of Interests in Other Entities". |
| TERM | DEFINITION |
|---|---|
| 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, Fintech 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. |
| Investment Committee | Investment committee of the Manager. |
| Listing Rules | The listing rules made by the FCA under Part VI of the FSMA. |
| LSE | London Stock Exchange plc. |
| 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 Investment Manager LLC. |
| MSRs | Mortgage servicing rights. |
| 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. |
| 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 LSE. |
| P&C | Property and casualty insurance. |
| 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 | Preference shares issued by 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. |
| Risk Retention Investments | Hasthe meaning given to itin paragraph 4.1(a) of Part II: "The Company" of the Prospectus. |
| Risk Retention and Related Investments | Hasthe meaning given to itin paragraph 4.1(a) of PartII: "The Company" of the Prospectus. |
| Rollover Offer | The offer to 2025 ZDP Shareholders to convert some or all of their existing 2025 ZDP Shares into 2029 ZDP Shares. |
| SEC | US Securities and Exchange Commission. |
| Securitisation and Related Investments | Hasthe meaning given to it in paragraph 4.1(a) of Part II: "The Company" of the Prospectus. |
| TERM | DEFINITION |
|---|---|
| Seneca | A residential mortgage servicer in the United States which is owned and controlled by EJF, and through which MSR investments are made. |
| SFS | The Specialist Fund Segment of the LSE. |
| Shareholder | The holder of one or more Ordinary Share. |
| 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 collateralised by real estate and real estate related assets; and (iv) other illiquid, specialty finance investment opportunities. |
| SOFR | Secured Overnight Financing Rate. |
| Sterling or GBP or £ | Pound sterling. |
| Subsidiary | EJF Investments Holdings Limited. |
| 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. |
| TFINS 2025-2 | TruPS Financials Note Securitization 2025-2 Ltd. |
| Total Return | Hasthe meaning on page 37. |
| 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. |
| US | United States of America. |
| USCAP4 | U.S. Capital IV Funding Ltd |
| US Dollar or USD | United States Dollar. |
| 2025 ZDP Shares | The redeemable Zero Dividend Preference shares of no par value in the Company with a repayment date during June 2025 and bearing a gross redemption yield of 7.00%. |
| 2029 ZDP Shares | The redeemable Zero Dividend Preference shares of no par value in the Company with a repayment date during December 2029 and bearing a gross redemption yield of 8.5%. |
| ZDP Shares | 2025 ZDP Shares and 2029 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 LSE. |
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