REG-JZ Capital Ptnrs Ltd: Further Update in relation to Secondary Sale

JZ Capital PartnersAnnouncement

23/05/2022 07:15

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

23 May 2022

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, being the fund to which the Company earlier sold its
interests in certain US microcap portfolio companies.

Since the Company's last update announced on 7 April 2022, a portfolio company
of the Secondary Fund has executed an agreement to sell certain of its
interests, with the Secondary Fund expecting to receive a distribution from
such portfolio company of net proceeds it receives in such sale of
approximately US$165-180 million.

Shareholders are reminded that, as detailed in the Company's last update
announced on 7 April 2022 and in its circular dated 29 October 2020, the
Company has a Special LP Interest in the Secondary Fund, which entitles it to
certain rights and obligations from the Secondary Fund, including to
distributions by way of an agreed distribution waterfall. Accordingly, such
portfolio company sale is expected to result in JZCP receiving a distribution
from the Secondary Fund of approximately US$89-94 million, which would
correspond to a NAV uplift to JZCP in the range of approximately 56-63 cents
per ordinary share. JZCP’s remaining interest in the Secondary Fund, based
on pro forma financials as at 28 February 2022, is valued at approximately
US$71.2 million.

Shareholders should however also be aware that completion of such portfolio
company sale remains subject to certain conditions, including the federal
premerger notification program established by the Hart-Scott-Rodino Act.
Whilst it is expected that completion of the sale will occur, subject to the
satisfaction of the relevant conditions, on or before 30 June 2022, there can
be no assurance that the aforementioned conditions will be satisfied and,
accordingly, that completion of such portfolio company sale (or receipt by the
Company of its distribution) will occur. As such, the Company will make
further announcements at the appropriate time regarding the status of
completion of such portfolio company sale and the distribution of net proceeds
related thereto. Furthermore and as previously announced, the Company will
also make further announcements in relation to any further distributions of
the Secondary Fund as and when appropriate.

For completeness, the Company's key outstanding debt obligations are
approximately US$45.0 million under the Company's Senior Facility provided by
WhiteHorse Capital Management, LLC due on 26 January 2027, approximately
£57.6 million of zero dividend preference shares ("ZDPs") due on 1 October
2022, and approximately US$31.5 million of Subordinated Notes made available
by Jay Jordan and David Zalaznick (and their affiliates) due on 11 September
2022. The Senior Facility does however (and as previously announced) allow and
indeed requires, subject to compliance with its financial covenants, the
repayment of the Subordinated Notes and the ZDPs on their respective
maturities, being 11 September 2022 and 1 October 2022 respectively. Whilst
the Company's ability to repay the Subordinated Notes and the ZDPs does
continue to be dependent upon the Company achieving sufficient realisations in
due time, following the receipt of the expected distribution of the
Company’s entitlement to a portion of the Secondary Fund’s proceeds of
such portfolio company sale, the Company’s obligation to redeem the ZDPs on
their due date is expected to be funded, subject to compliance with the Senior
Facility's financial covenants and the extension of the maturity of the
Subordinated Notes. Again, the Company will make further announcements in
relation to its key outstanding debt obligations, including the status or
satisfaction of the same as and when appropriate.

Unless otherwise defined herein, capitalised terms used in this announcement
have the meanings given to them in the announcement of the Company dated 7
April 2022.

Market Abuse Regulation

The information contained within this announcement is considered by the
Company to constitute inside information as stipulated under MAR. Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

The person responsible for arranging the release of this announcement on
behalf of the Company is David Macfarlane, Chairman of JZCP.

______________________________________________________________________________________

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.



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