JZ CAPITAL PARTNERS LIMITED
(the "Company")
(a closed-end collective investment scheme incorporated as a
non-cellular company with limited liability under the laws of
Guernsey with registered number 48761)
LEI: 549300TZCK08Q16HHU44
Results of Tender
Offer and Resultant Off-Market Acquisitions
The Board of Directors of the Company is pleased to announce
today the results of the Tender Offer and resultant Off-Market
Acquisitions, details of which are set out in the Circular
published by the Company on 26 July
2019. The Tender Offer closed at 1:00
p.m. on Friday 23 August
2019.
The Company will purchase a total of 3,192,663 Ordinary Shares,
representing 3.96 per cent. of the Company's existing Ordinary
Share capital, at the price of US$9.39 (which at the Buy Back Exchange Rate of
1 USD:0.8163
GBP translates to a Pounds Sterling amount of £7.67)
pursuant to both the Tender Offer and resultant Off-Market
Acquisitions. The Tender Offer and resultant Off-Market
Acquisitions will result in the Company returning capital of an
amount equal to approximately US$30.0
million (equivalent to approximately £24.5 million) to
Ordinary Shareholders. The Company intends to cancel all of the
Ordinary Shares so repurchased.
The Tender Offer was oversubscribed, with a total of 26,746,460
Ordinary Shares tendered by Ordinary Shareholders. The final Tender
Offer Entitlement was 3.96 per cent. with Ordinary Shares tendered
above the Tender Offer Entitlement to be scaled down in accordance
with the terms and conditions of the Tender Offer. The Company will
purchase 1,376,039 Ordinary Shares pursuant to the Tender
Offer.
As a consequence of the Tender Offer, the Company will also make
off-market repurchases of 1,816,624 Ordinary Shares from certain US
Ordinary Shareholders, being David W.
Zalaznick, John (Jay) W. Jordan
II, Edgewater Growth Capital Partners and Leucadia Financial
Corporation pursuant to and in accordance with the Company's
Articles of Incorporation. The Off-Market Acquisitions will be
executed at the same price as the Tender Price.
Following completion of the Tender Offer and resultant
Off-Market Acquisitions and the cancellation of 3,192,663 Ordinary
Shares, the Company's issued Ordinary Share capital will consist of
77,474,175 Ordinary Shares, 11,907,720 ZDP Shares and CULS (the
Company's convertible unsecured subordinated loan stock) in an
aggregate nominal amount of £38,861,140. The Company does not hold
any Ordinary Shares in treasury.
The purchase and cancellation of Ordinary Shares under the
Tender Offer will occur at the same time as the purchase and
cancellation of Ordinary Shares under the Off-Market Acquisitions
(which will be effected immediately thereafter and in any event on
the same day) and is expected to occur on 29
August 2019 or as soon as practicable thereafter. The
Company is also intending for the posting of cheques in respect of
certificated Ordinary Shares purchased pursuant to the Tender
Offer, the crediting of CREST accounts for uncertificated Ordinary
Shares purchased pursuant to the Tender Offer, and the payments in
respect of the Ordinary Shares purchased pursuant to the Off-Market
Acquisitions, in each case, to occur by 30
August 2019 or as soon as practicable thereafter (but in any
case on the same day).
Further details of the Tender Offer and resultant Off-Market
Acquisitions are set out in the Circular, copies of which are
available on the National Storage Mechanism at:
www.morningstar.co.uk/uk/nsm. Defined terms in this announcement
shall, unless the context otherwise requires, have the same meaning
as used in the Circular.
For further information:
Ed Berry / Kit
Dunford
FTI Consulting |
+44 (0) 20 3727 1046 / 1143 |
David Zalaznick
Jordan/Zalaznick Advisers, Inc. |
+1 (212) 485 9410 |
Sam Walden
Northern Trust International Fund Administration Services
(Guernsey) Limited |
+44 (0) 1481
745385 |
About JZCP
JZ Capital Partners (“JZCP”) is one of the oldest closed-end
investment companies listed on the London Stock Exchange. It seeks
to provide shareholders with a return by investing selectively in
US and European microcap companies and US real estate. JZCP
receives investment advice from Jordan/Zalaznick Advisers, Inc.
(“JZAI”) which is led by David
Zalaznick and Jay Jordan.
They have worked together for more than 35 years and are supported
by teams of investment professionals in New York, Chicago, London and Madrid. JZAI’s experts work with the existing
management of microcap companies to help build better businesses,
create value and deliver strong returns for investors. For more
information please visit www.jzcp.com.
THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND AND SOUTH AFRICA
AND ANY OTHER JURISDICTION WHERE THE RELEASE OF THIS ANNOUNCEMENT
INTO OR INSIDE SUCH JURISDICTION WOULD CONSTITUTE A VIOLATION OF
THE LAWS OF SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.
IMPORTANT
NOTICE
This announcement does not constitute or form part of an offer
or invitation, or a solicitation of any offer or invitation, to
purchase any Ordinary Shares or other securities.
The full terms and conditions of the Tender Offer are set out in
the Circular.