JZ CAPITAL PARTNERS LIMITED (the
"Company" or "JZCP")
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registered number
48761)
LEI 549300TZCK08Q16HHU44
Further Update in
relation to Secondary Sale and
Monthly Net Asset
Value
23 June 2022
Secondary Sale
JZ Capital Partners Limited, the London listed fund that has investments in US
and European microcap companies and US real estate, is pleased to
provide a further update in relation to its interest in the
Secondary Fund, JZHL Secondary Fund LP and to its announcement made
on 23 May 2022.
In that announcement, the Company provided an update that a
portfolio company of the Secondary Fund had executed an agreement
to sell certain of its interests with completion of the sale being
subject to the satisfaction of certain conditions, including the
federal premerger notification program established by the
Hart-Scott-Rodino Act. The sale concerned the disposal of a
portion of the Secondary Fund's interest in the portfolio company,
Testing Services Holdings, and the Company is now pleased to
announce that the conditions to the sale have been satisfied and
that the sale has completed. As a result, the Company has
received a distribution from the Secondary Fund of approximately
US$96.2 million.
The sale of a portion of Testing Services Holdings and the
resultant distribution received by the Company corresponds to a NAV
uplift to JZCP of approximately 59
cents per Ordinary Share of the Company based on the
30 April 2022 valuation and an
approximately 70 cents uplift
compared to the 28 February 2022
valuation reflected in the Company's annual results. In
addition and as previously announced, the Company having now
received such distribution is expected to be able to fund its
obligation to redeem its zero dividend preference shares due on
1 October 2022, subject to compliance
with the financial covenants of the Company's Senior Facility
provided by WhiteHorse Capital Management, LLC due on 26 January 2027 and the extension of the maturity
of the Subordinated Notes made available by Jay Jordan and David
Zalaznick (and their affiliates) due on 11 September 2022. It had previously been
indicated that when the Company had sufficient cash to redeem the
zero dividend preference shares such an extension would be
negotiated and, accordingly, the Company intends to seek to
negotiate such an extension to the maturity of the Subordinated
Notes.
JZCP’s remaining interest in the Secondary Fund, following
completion of the sale of a portion of Testing Services Holdings,
is valued at approximately US$75.4
million. As previously announced, the Company will
also make further announcements in relation to any further
distributions of the Secondary Fund (and in particular concerning
any distributions as a result of its interest in the Secondary
Fund) as and when appropriate and once further information becomes
available to it.
Monthly Net Asset Value ("NAV")
The unaudited Net Asset Value per Ordinary Share of the Company
as at the close of business on 31 May
2022 was as follows:
Company Name |
Date |
NAV per Ordinary Share |
JZ Capital Partners Limited |
31 May 2022 |
US$4.85 |
JZCP’s NAV at 31
May 2022 is US$4.85 per
Ordinary Share (US$4.36 per Ordinary
Share at 30 April 2022), the increase
in NAV of 49 cents per Ordinary Share
is due to net investments gains of 48
cents (59 cents Secondary Fund
uplift less 11 cents other portfolio
write downs), investment income of 1
cent, net fx gains of 2 cents
offset by expenses and finance costs of (2)
cents.
Below is a summary of the Company's
assets and liabilities at 31 May
2022, together with a pro forma summary of the same at
23 June 2022 which includes the above
described distribution received by the Company from the Secondary
Fund. As at 23 June 2022, the
Company has cash and cash equivalents of approximately US$136 million.
|
|
|
|
Pro forma
(incl. Secondary Fund distribution) |
|
|
|
31.5.2022 |
23.6.2022 |
|
|
|
US$'000 |
US$'000 |
Assets |
|
|
|
|
Private Investments |
|
|
483,289 |
387,132 |
Cash and Cash equivalents |
|
|
40,334 |
136,491 |
Other Receivables |
|
|
10 |
10 |
|
|
|
|
|
Total Assets |
|
|
523,633 |
523,633 |
|
|
|
|
|
Liabilities |
|
|
|
|
Senior debt - maturity
date 26th January 2027 |
|
42,687 |
42,687 |
ZDP shares -maturity date
1st October 2022 |
|
71,385 |
71,385 |
Loan notes - maturity
date 12th September 2022 |
|
31,824 |
31,824 |
Other liabilities |
|
|
2,014 |
2,014 |
|
|
|
|
|
Total Liabilities |
|
|
147,910 |
147,910 |
|
|
|
|
|
Net Asset Value |
|
|
375,723 |
375,723 |
|
|
|
|
|
Number of Ordinary Shares in
issue |
|
|
77,477,214 |
77,477,214 |
Net Assets Value per Ordinary
Share |
|
|
US$4.85 |
US$4.85 |
Unless otherwise defined herein, capitalised terms used in this
announcement have the meanings given to them in the announcements
of the Company dated 23 May 2022 and
7 April 2022 (as applicable).
______________________________________________________________________________________
For further information:
Kit Dunford / Ed
Berry
FTI Consulting |
+44 (0)7717 417 038 / +44 (0)7703
330 199 |
David Zalaznick
Jordan/Zalaznick Advisers, Inc. |
+1 (212) 485 9410 |
Sam Walden / Martin
Chapman
Northern Trust International Fund Administration Services
(Guernsey) Limited |
+44 (0) 1481 745385 /
+44 (0)1481 745183 |
Important Notice
This announcement includes statements
that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements relate to
matters that are not historical facts. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual investment
performance, results of operations, financial condition, liquidity,
policies and the development of its strategies may differ
materially from the impression created by the forward-looking
statements contained in this announcement. In addition, even if the
investment performance, result of operations, financial condition,
liquidity and policies of the Company and development of its
strategies, are consistent with the forward-looking statements
contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
These forward-looking statements speak only as at the date of this
announcement. Subject to their legal and regulatory obligations,
each of the Company, Jordan/Zalaznick Advisers, Inc. and their
respective affiliates expressly disclaims any obligations to
update, review or revise any forward-looking statement contained
herein whether to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any statement is based or as a result of new information,
future developments or otherwise.