Publication of Circular and Notice of GM

Ceiba Investments Limited

23 March 2026

 

CEIBA INVESTMENTS LIMITED

(the "Company")

(TICKER CBA, ISIN: GG00BFMDJH11)

Legal Entity Identifier: 213800XGY151JV5B1E88

Publication of Circular and Notice of General Meeting

The Company announces that it has published a Circular, including a notice convening a General Meeting of the Company's Shareholders, in order to seek Shareholder authority to: (i) issue and allot up to 27,534,315 Ordinary Shares (the "General Allotment Authority"); and (ii) disapply pre-emption rights in respect of the Ordinary Shares to be issued pursuant to the General Allotment Authority (together, the "Proposals").

At the Annual General Meeting on 3 July 2025, the Directors were empowered to issue and allot up to 13,767,158 new ordinary shares of no par value in the Company (representing 10 per cent. of the issued share capital of the Company as at 15 April 2025).

In order to  strengthen the Company's financial position, support ongoing operations and align with the revised arrangements agreed with Bondholders, the Company is presently pursuing preliminary leads to attract new capital by issuing new Ordinary Shares at a price per Ordinary Share that is expected to be less than the latest published NAV per Ordinary Share at the time of issuance. The Company believes that it might be successful in attracting new capital, but that the expected price level of such issue and the maximum amount of Ordinary Shares (being 13,767,158 Ordinary Shares) that the Board is presently authorised to issue will not result in meaningful additional capital for the Company, taking into account that the fact that the first proceeds of any issue will be used to pay the principal amount of Segment B (€5 million) of the Bonds.

The General Meeting is therefore being convened to seek Shareholder approval to issue and allot up to 27,534,315 Ordinary Shares (representing 20 per cent. of the Company's current issued share capital) on a non-pre-emptive basis and at a price which may be below the NAV per Ordinary Share at the time of issuance. The requested authority will supersede the existing authority granted by Shareholders at the 2025 annual general meeting.

The Circular will provide Shareholders with information about the background to and the reasons for the Proposals, to explain why the Board considers the Proposals to be in the best interests of the Company and its Shareholders as a whole, and why the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

A copy of the Circular will shortly be available on the Company's website at www.ceibainvest.com and posted out to all shareholders. A copy will also be submitted to the National Storage Mechanism of the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Notice of General Meeting

The General Meeting will be held at Les Echelons Court, Les Echelons, St. Peter Port, Guernsey, GY1 1AR Channel Islands on 14 April 2026 at 9.00 a.m. The Notice of General Meeting is set out at Part 3 of the Circular.

Expected Timetable of Events

Latest time and date for receipt of Forms of Proxy and CREST voting instructions for the Extraordinary General Meeting	9 a.m. on 10 April 2026
Extraordinary General Meeting	9 a.m. on 14 April 2026
Announcement of results of the Extraordinary General Meeting	14 April 2026

Capitalised terms have the meanings attributed to them in the Circular unless otherwise defined in this announcement.

For further information, please contact:

Sebastiaan Berger                                                                  Via NSM Funds Limited 

Singer Capital Markets                                                         Tel: [phone]

James Maxwell / Patrick Weaver (Corporate Finance) 

Sam Geatrex (Sales) 

NSM Funds Limited                                                               Tel: [phone]

www.ceibainvest.com

END OF ANNOUNCEMENT

 

END