Compulsory Redemption of Shares

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

 

 

10 July 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 (the " Circular ").

Compulsory Redemption of Shares

Further to the approval given by the Company's Shareholders on 3 July 2024 to enable compulsory redemptions of the Ordinary Shares (as described in the Circular), the Company today announces that it will return an aggregate amount of approximately US$40 million on 25 July 2024 (the " Redemption Date ") by way of a compulsory partial redemption of up to 9,803,921 Ordinary Shares (the " Redemption ").

As at today's date, the Company has 77,477,214 Ordinary Shares in issue. Therefore, up to approximately 12.65% of the Company's total issued share capital will be redeemed pursuant to the Redemption.

The Redemption will be effected at a price of US$4.08 per Ordinary Share (the "Redemption Price" ) from all Ordinary Shareholders pro rata to their existing holdings of Ordinary Shares as at close of business on 25 July 2024 (the " Redemption Record Date "). The Redemption Price, which has been determined by the Board, represents the most recently published month-end NAV per Ordinary Share as published on 21 June 2024. The amount to be applied to the Redemption of Ordinary Shares comprises monies from the Company's existing cash balances.

Fractions of Ordinary Shares will not be redeemed and so the number of Ordinary Shares to be redeemed for each Shareholder will be rounded down to the nearest whole number of Ordinary Shares.

All Ordinary Shares that are redeemed will be cancelled with effect from the Redemption Date. Accordingly, once redeemed, Ordinary Shares will be incapable of transfer.

For Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST), Redemptions will take effect automatically on each Redemption Date and the redeemed Ordinary Shares will be cancelled. All Ordinary Shares in issue will be disabled in CREST on the Redemption Record Date and the existing ISIN applicable to such Ordinary Shares (which, as at the latest practicable date prior to the release of this announcement, is GG00B403HK58) (the " Old ISIN ") will expire.

A new ISIN (the " New ISIN "), GG00BT3MVL31, will be enabled and available for transactions from and including the first Business Day following the Redemption Record Date, being 26 July 2024, in respect of the remaining issued Ordinary Shares which have not been compulsorily redeemed. Up to and including the Redemption Record Date, Ordinary Shares will be traded under the Old ISIN and, as such, a purchaser of such Ordinary Shares should have a market claim for a proportion of the Redemption proceeds. CREST will automatically transform any open transactions in the Ordinary Shares as at the Redemption Record Date into the New ISIN.

For Shareholders who hold their Ordinary Shares in certificated form (that is where the Shareholders have been issued a share certificate and do not hold Ordinary Shares in CREST), the Redemption will take effect automatically on the Redemption Date and the register of members will be updated to reflect the Redemption. Certificated Shareholders do not need to return their share certificates to the Company in order to claim their Redemption proceeds. Shareholders' existing share certificates for the Ordinary Shares subject to the Redemption will be cancelled and new certificates will be issued for the balance of their holding of Ordinary Shares after the Redemption Date. New share certificates will be dispatched following the completion of the Redemption by 1st class post at the risk of the Shareholder.

Payments of Redemption monies are expected to be effected either through CREST (in the case of Ordinary Shares held in uncertificated form) or by cheque (in the case of Ordinary Shares held in certificated form) within 10 Business Days of the Redemption Date, or as soon as practicable thereafter.

Each Shareholder who holds Ordinary Shares in uncertificated form (that is, in CREST) should ensure that an active US dollar Cash Memorandum Account is in place in CREST by no later than the Redemption Record Date. In the absence of a US dollar Cash Memorandum Account, the payment of the Redemption proceeds will not settle, resulting in a delay and the need for settlement of the Redemption proceeds to take place outside of CREST.

For each Shareholder who holds Ordinary Shares in certificated form (that is where the Shareholders have been issued a share certificate and do not hold Ordinary Shares in CREST), all cheques shall be in US dollars and shall be drawn on a UK clearing bank and shall be made payable to the persons respectively entitled to the monies represented thereby (except that, in the case of joint holders, the Company reserves the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of the Company in respect of such joint holding as at the Redemption Record Date) or to such other persons (if any) as such persons may direct in writing and the encashment of any such cheque.

Neither the Company nor the Board shall be liable for any loss or damage suffered or incurred by a Shareholders or any other person as a result of a later settlement in respect of a Redemption.

With respect to any potential further returns of capital in the longer term, Shareholders should note that the Board retains absolute discretion as to the execution, extent and timing of any further potential returns of capital. Further, the Company remains committed to 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. 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.

Expected timetable for Redemption:

Redemption Announcement	10 July 2024
Redemption Record Date and expiry of Old ISIN number	25 July 2024
Redemption Date (which shall occur immediately following the Redemption Record Date)	25 July 2024
New ISIN number enabled in respect of shares not subject to Redemption	26 July 2024
Ex-entitlements time for the Redemption	26 July 2024
Ordinary Shares credited into CREST	on or soon after 8.00 a.m. on 26 July 2024
Redemption monies paid to Shareholders (through CREST in the case of Ordinary Shares held in uncertificated form or by cheque in the case of Ordinary Shares held in certificated form)	by 8 August 2024
Dispatch of new share certificates for certificated Shareholders	by 8 Augst 2024

 

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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
Hannah Hayward Northern Trust International Fund Administration Services (Guernsey) Limited	+44 (0) 1481 745 417

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.