REG-JZ Capital Ptnrs Ltd: Update: Secondary Sale and

JZ Capital PartnersAnnouncement

07/04/2022 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

Update in relation to Secondary Sale and

Monthly Net Asset Value

7 April 2022

JZ Capital Partners Limited, the London listed fund that has investments in US
and European microcap companies and US real estate, is today pleased to
provide an update in relation to its interest in the secondary fund, JZHL
Secondary Fund LP (the "Secondary Fund") to which JZCP sold its interests in
certain US microcap portfolio companies (the "Secondary Sale"). The Secondary
Sale was announced on 19 October 2020, with further details of the sale being
included in a circular sent to shareholders of the Company dated 29 October
2020.

The Secondary Fund has sold its interest in Flow Control Holdings LLC ("Flow
Control") for consideration of approximately US$77.7 million. This transaction
confers no immediate cash benefit to JZCP because, as described below, the
other investors in the Secondary Fund (the "Secondary Investors") have an
entitlement to a priority return before any distribution may be made to JZCP.
However, as a result of the distribution to the Secondary Investors from the
sale of Flow Control the amount of the outstanding priority return has been
reduced to approximately US$35.5 million. Excluding Flow Control, the
remaining investments in the Secondary Fund are, subject to audit, held at
approximately US$256.5 million as at 28 February 2022. JZCP’s interest in
the Secondary Fund based on pro forma financials as at 28 February 2022 is
valued at approximately US$117.3 million.

As detailed in the aforementioned announcement and circular, JZCP received as
consideration for the Secondary Sale, and in addition to the already received
approximately US$90 million in cash, a special limited partner interest in the
Secondary Fund entitling JZCP to certain distributions and other rights and
obligations from the Secondary Fund (the "Special LP Interest"). Any
distributions to be received by JZCP as a result of its Special LP Interest
are subject to an agreed distribution waterfall as detailed in the
aforementioned announcement and circular which provides that, once  the
Secondary Investors have received their initial required distributions
determined by reference to their respective contributions to the Secondary
Fund and amounting to approximately US$132.6 million, in aggregate, JZCP will
be entitled to receive as distributions from the Secondary Fund: (i) 95 per
cent. of all distributions until it has received distributions equal to
US$67.6 million; and (ii) thereafter, 37.5 per cent. of all distributions.

The sale of Flow Control will result in the Secondary Investors receiving a
distribution from the Secondary Fund of approximately US$77.7 million which,
together with other distributions so far made and received, will amount to
distributions totalling approximately US$97.1 million for the benefit of the
Secondary Investors. The Secondary Investors are therefore still entitled to
receive further distributions from the Secondary Fund totalling approximately
US$35.5 million before JZCP becomes entitled to any distributions as a result
of its Special LP Interest and in accordance with the distribution waterfall
as described above.

The Company will make further announcements concerning the distributions of
the Secondary Fund (and in particular concerning any distributions as a result
of its Special LP Interest) as and when appropriate and once further
information becomes available to it.

Update in relation to Monthly Net Asset Value

On 23 March 2022, the Company announced that its unaudited Net Asset Value
("NAV") per Ordinary Share of the Company as at the close of business on 28
February 2022 was US$ 4.16.

The sale of Flow Control has resulted in an uplift to the Company's unaudited
NAV per Ordinary Share of the Company as at the close of business on 28
February 2022 of 24 cents per share, as follows:

 Company Name                 Date              NAV per Ordinary Share  
 JZ Capital Partners Limited  28 February 2022  US$ 4.40                

The Company’s annual results are currently being audited and the above NAV
is therefore subject to change.

______________________________________________________________________________________

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   



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