JZ CAPITAL
PARTNERS LIMITED (the "Company")
(a closed-ended investment
company incorporated with limited liability under the laws of
Guernsey with registered number 48761)
LEI
549300TZCK08Q16HHU44
Recommended
proposal to approve
Amendments to the
Articles of Incorporation of the Company to
enable
the
Company to commence returning capital to Shareholders by way
of
a
Redemption of Ordinary Shares
and
Notice of
Extraordinary General Meeting
30
May 2024
Unless otherwise
defined herein, capitalised terms used in this announcement have
the meanings given to them in the Circular of the Company dated
30 May 2024.
Proposed Return of
Capital
Further to the Company's
announcements made on 18 April 2024
and 8 May 2024, the Company is
pleased to provide an update with regard to its intentions of
returning capital to Shareholders initially in an amount of
approximately US$40 million as soon
as possible and which the Company still expects will take place by
the end of July 2024. The Company
also still remains of the view that the most appropriate form and
mechanism to effect this initial return of capital will be via a
Redemption of its Ordinary Shares.
The Company's approach
with respect to this initial return of capital is as earlier
explained in line with its investment policy and specifically the
strategy of realising the maximum value of investments and, after
the repayment of all debt, returning capital to Shareholders,
subject always to retaining sufficient funds to cover existing
obligations and support certain existing investments to maximise
their value.
The Company is not
currently permitted to redeem its Ordinary Shares under its
existing Articles, nor are the rights of the Ordinary Shares
classed as redeemable. As such, in order to enable the Company to
commence returning capital to its Shareholders by way of a
Redemption of Ordinary Shares (including for the purposes of the
abovementioned initial return of capital), Shareholder approval
will be sought at an Extraordinary General Meeting of the Company
for the purpose of making the necessary amendments to the Articles
to permit such a Redemption and to change the rights of the
Ordinary Shares to make them redeemable. The amendments to the
Articles otherwise include such amendments as are necessary to
permit a Redemption of the Ordinary Shares by changing their rights
to make them redeemable, and specifying (among other things) the
process for redeeming the Ordinary Shares.
Further details of the
amendments to the Articles and the related Notice of Extraordinary
General Meeting are set out in the Circular.
With respect to any
potential further returns of capital in the longer term (and as
also earlier explained), the Company remains committed to its
investment policy and the strategy as stated immediately above. To
that end, the Company will continue to assess its ability to make
further returns of capital to Shareholders (as well as the manner
in which they are made), and will seek to do so as and when it has
sufficient cash reserves that are not otherwise required to support
its existing investments to maximise value and/or to meet its
existing obligations such as operational
expenses.
Notice of
Extraordinary General Meeting
Notice is hereby given
that an Extraordinary General Meeting of the Company will be held
at the offices of Northern Trust International Fund Administration
Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter
Port, Guernsey GY1 3QL, Channel Islands at 1.15 p.m. on 3 July
2024 (or as soon thereafter as the Annual General Meeting of
the Company convened for the same day and place has been concluded
or adjourned). The Notice convening the Extraordinary General
Meeting, which contains the Resolution to be proposed at that
meeting concerning the amendments to the Articles, is set out at
the end of the Circular which will be posted to
Shareholders.
The Notice convening the
Extraordinary General Meeting is being distributed to members of
the Company and will shortly be uploaded to the Company's website
at www.jzcp.com. Copies of the Circular the Company is posting to
Shareholders are available for viewing, during normal business
hours, at the registered office of the Company at Trafalgar Court,
Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands and
will shortly be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Redemption of
Ordinary Shares
If the Resolution to be
proposed at the Extraordinary General Meeting is passed, the
Articles will be amended such that the Company will be permitted to
and may from time to time, and as determined by the Board (in its
absolute discretion), compulsorily redeem such number of Ordinary
Shares as it sees fit from all Shareholders pro rata to their
existing holdings of Ordinary Shares. Any Redemption of Ordinary
Shares will be made at the Directors' sole discretion, as and when
they consider that the Company has sufficient cash reserves
available to make a Redemption and otherwise in accordance with the
Company's investment policy. That includes (among other things)
retaining sufficient funds to cover the Company's existing
obligations and to support certain of its existing investments to
maximise their value.
Pursuant to a Redemption,
the Ordinary Shares will be compulsorily redeemed at a price per
Ordinary Share to be determined by the Board that is equal to the
most recently published (via an RNS of the Company) month-end NAV
per Ordinary Share as at the close of business on the date falling
on the final day of the month immediately prior to a Redemption or,
in the absence of which, a price to be determined by the Board that
is equal to the month-end NAV per Ordinary Share as at the close of
business on that date. In either case, such price at which the
Ordinary Shares will be compulsorily redeemed may be adjusted as
the Board considers appropriate including (without limitation) for
any costs associated with a Redemption. Shareholders will be paid
their Redemption proceeds in US dollars, or as may be otherwise
determined by the Board.
As already earlier
explained above, subject to the passing of the Resolution, the
Company intends to undertake the abovementioned initial return of
capital by way of a Redemption of Ordinary Shares, which is
expected to return capital to Shareholders in an amount of
approximately US$40 million, by the
end of July 2024. The Company will
make further announcements in relation to this proposed initial
return of capital at the appropriate time following the
Extraordinary General Meeting.
______________________________________________________________________________________
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
|
|
Matt Smart
Northern Trust
International Fund Administration Services (Guernsey)
Limited
|
+44 (0) 1481
745228
|
Important
Notice
This announcement contains
a number of "forward-looking statements". Generally, the words
"will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates", "forecast", "plan" and "project" or in
each case, their negative, or similar expressions identify
forward-looking statements. Such statements reflect the relevant
company's current views with respect to future events and are
subject to risks, assumptions and uncertainties that could cause
the actual results to differ materially from those expressed or
implied in the forward-looking statements. Many of these risks,
assumptions and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as
future market conditions, changes in general economic and business
conditions, introduction of competing products and services, lack
of acceptance of new products or services and the behaviour of
other market participants. Although the Company believes that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct. Shareholders should not, therefore,
place undue reliance on these forward-looking statements, which
speak only as of the date of this document. Except as required by
applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
document to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based.