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
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.