REG-JZ Capital Partners Ltd: Compulsory Redemption of Shares

JZ Capital PartnersAnnouncement

10/07/2024 07:15

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                             

 

______________________________________________________________________________________

For further information:

 Kit Dunford / Ed Berry                                                          +44 (0)7717 417 038 / +44 (0)7703 330 199  
  FTI Consulting                                                                                                            
 David Zalaznick                                                                 +1 212 485 9410                            
  Jordan/Zalaznick Advisers, Inc.                                                                                           
 Hannah Hayward                                                                  +44 (0) 1481 745 417                       
  Northern Trust International Fund Administration Services (Guernsey) Limited                                              

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.



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