REG-JZ Capital Partners Ltd: Compulsory Redemption of Shares

JZ Capital PartnersAnnouncement

26/02/2025 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

 

Compulsory Redemption of Shares

 

26 February 2025

Compulsory Redemption of Shares

Further to the Company's announcement of its interim results for the period
ended 31 August 2024 published by the Company on 7 November 2024, the Company
today announces that it will return a further aggregate amount of
approximately US$30 million on 13 March 2025 (the "Redemption Date") by way of
a compulsory partial redemption of up to 7,352,941 ordinary shares of no par
value in the capital of the Company ("Ordinary Shares") (the "Redemption").
This follows the redemption completed in July 2024, pursuant to which the
Company returned approximately US$40 million of capital to holders of Ordinary
Shares ("Shareholders").

As at today's date, the Company has 67,673,293 Ordinary Shares in issue.
Therefore, up to approximately 10.87% 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 Shareholders pro rata to their existing holdings
of Ordinary Shares as at close of business on 13 March 2025 (the "Redemption
Record Date"). The Redemption Price, which has been determined by the board of
directors of the Company (the "Board"), represents the most recently published
month-end NAV (as defined below) per Ordinary Share as published on 21
February 2025. For the purposes of this announcement, "NAV" means the net
asset value of the Company as a whole on the relevant date calculated in
accordance with the Company's normal accounting policies. 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), the Redemption will take effect automatically on the 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 GG00BT3MVL31)
(the "Old ISIN") will expire.

A new ISIN (the "New ISIN"), GG00BPNZ7G17, will be enabled and available for
transactions from and including the first business day following the
Redemption Record Date, being 14 March 2025, 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 (as
defined in the CREST Manual) 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 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                                                                                                                                                                  26 February 2025                             
 Redemption Record Date and expiry of Old ISIN number                                                                                                                                     13 March 2025                                
 Redemption Date (which shall occur immediately following the Redemption Record Date)                                                                                                     13 March 2025                                
 New ISIN number enabled in respect of shares not subject to Redemption                                                                                                                   14 March 2025                                
 Ex-entitlements time for the Redemption                                                                                                                                                  14 March 2025                                
 Ordinary Shares credited into CREST                                                                                                                                                      on or soon after 8.00 a.m. on 14 March 2025  
 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 27 March 2025                             
 Dispatch of new share certificates for certificated Shareholders                                                                                                                         by 27 March 2025                             

 

______________________________________________________________________________________

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.                                                                                           
 Emma-Jayne Wherry                                                               +44 (0) 1481 745 724                       
  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.



Copyright (c) 2025 PR Newswire Association,LLC. All Rights Reserved