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NEW YORK, April 10, 2024–(BUSINESS WIRE)–Great Ajax Corp. (NYSE: AJX; the “Company”), a real estate investment trust, today announced that its board of directors has set a record date the month of April. , December 22, 2024 for its 2024 Shareholders’ Meeting (the “Meeting”) to, among other things, vote on certain matters related to the strategic transaction announced in the past (the “Transaction”) through and between the Company and Rithm. Capital Corp. (together with its subsidiaries, “Rithm”).
At the Meeting, the Company will seek shareholder approval for the following actions: (1) the issuance of common stock to certain publicly traded investors in excess of the 19. 99% limit imposed by New York Stock Exchange regulations; (2) the issuance of non-unusual inventories and subscription inventories to Rithm in connection with the Transaction, which would possibly be considered a “change of control”; (3) the election of 4 directors to serve until the 2025 Annual Meeting of Stockholders; (4) the execution of a control agreement by the Company, through and between the Company, Great Ajax Operating Partnership L. P. and RCM GA Manager LLC, an associate of Rithm, pursuant to which RCM GA Manager LLC will be the Company’s external manager; and (5) the adoption of Amendment No. 1 to the Company’s 2016 Capital Incentive Plan.
The Company will provide the above proposals to the General Meeting to offload the vote of the Company’s shareholders. In addition, the Company will submit a proposal to ratify the appointment of Moss Adams LLP as an independent public accounting firm of record for the fiscal year ending. December 31, 2024. For more information on the assembly and transaction, please refer to the Great Ajax report. Current report on Form 8-K, available on Great Ajax’s website.
Additional data and where to find it.
This communication could conceivably be considered as a solicitation document seeking approval from Great Ajax’s shareholders for the proposed transactions (the “Shareholder Approval”). In connection with the discharge of shareholder approval, Great Ajax will register with the Securities and Exchange Commission (the “SEC”) and provide the Company’s shareholders with a proxy and other applicable documents. This communication does not constitute a solicitation of votes or approval. PRIOR TO MAKING A VOTING DECISION, AJAX’S LARGE SHAREHOLDERS ARE INVITED TO READ THE FULL PROXY STATEMENT AND ANY OTHER DOCUMENTS AVAILABLE ON FILE WITH THE SEC IN CONNECTION WITH SHAREHOLDER APPROVAL OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Shareholders would possibly download loose copies of the power of attorney and other documents containing vital data about the Company once such documents are filed with the SEC, through the online page maintained through the SEC in http://www. sec. gov.
Participants in the call
Great Ajax and its officers, administrators, other officers and workers would possibly be considered, under SEC regulations, participants in the solicitation of proxies from Great Ajax’s shareholders with respect to the proposed transaction. Information relating to Great Ajax’s officers and directors is set forth in its final proxy for its 2024 Annual Meeting filed with the SEC on April 9, 2024, as amended. More detailed data relating to the identity of potential participants and their direct or indirect interests, whether through securities holding or otherwise, will be provided. set forth in the power of attorney and other documents to be filed with the SEC in connection with the proposed transaction.
Forward-Looking Statements
This communication comprises forward-looking announcements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking announcements are not forward-looking in nature and may be known by words such as “believe,” “expect. ” , “anticipate”, “estimate”, “project”, “plan”, “continue”, “intend”, “deserve”, “could”, “can also simply”, “goal”, “objective” Matrix “will” , “may also simply”, “search” or similar expressions or their negative forms. Forecasts are subject to many assumptions, dangers and doubts, which change over time and are beyond our control. Advertisements refer only to the date on which they are created. Rithm and Great Ajax undertake no duty or liability (and assume no legal liability) to update or supplement any forward-looking announcements. Forward-looking announcements are, by their nature, to varying degrees doubtful and Subject to a variety of assumptions, risks and doubts, actual effects or long-term events, cases or developments may also differ, in all likelihood materially, from those expected by Rithm and Great Ajax in their long-term effects and functionality as well. They may differ materially from the old functionality. Factors that may also cause or contribute to such differences include, but are not limited to, those set forth in the segment titled “Risk Factors” in Rithm and Great Ajax’s most recent annual reports on Form 10-K and quarterly reports. on Form 10-Q. filed with the SEC and other reports filed through Rithm and Great Ajax with the SEC, copies of which are located on the SEC’s website, www. sec. gov. The list of points provided here is not and does not deserve to be considered as a set of all possible dangers and doubts. Items not included in the list would likely constitute significant additional obstacles to future action.
About Rithm Capital Corp.
Rithm Capital (NYSE: RITM) is a global asset manager focused on real estate, credit and money services. Rithm makes direct investments and operates several wholly-owned operating businesses. Rithm’s businesses come with Sculptor Capital Management, Inc. , a select asset manager. , as well as Newrez LLC and Genesis Capital LLC, leading loan origination and servicing platforms. Rithm seeks to generate attractive risk-adjusted returns across market cycles and interest rate environments. Since its inception in 2013, Rithm has distributed approximately $5. 0 billion in dividends. shareholders. Rithm is organized and conducts its operations to qualify as a real estate investment accepted as true with (REIT) for federal income tax source purposes and is headquartered in New York City.
About Great Ajax Corp.
Great Ajax (NYSE: AJX) is a real estate investment that is accepted as true and focuses primarily on acquiring, investing in, and servicing reproductive loans (“LPRs”) and delinquent loans (“NPLs”) secured through single-family and advertising residences. . In addition to its ongoing focus on LPRs and NPLs, it also issues and acquires low-value advertising mortgages secured through retail/residential and mixed-use multifamily properties. Great Ajax is externally controlled through Thetis Asset Management LLC, an affiliated entity. Great Ajax’s mortgages and other real estate assets are controlled through Gregory Funding LLC, an affiliated entity.
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Contacts
Rithm(212) Investor Relations 850-7770ir@rithmcap. com
Great Ajax Mary Doyle Chief Financial Officer (503) 444-4224mary. doyle@great-ajax. com