JZ Capital Ptnrs Ltd Issue of Loan Notes & Shares, Redemption of Loan Stock
July 30 2021 - 5:23AM
UK Regulatory
TIDMJZCP TIDMJZCN
JZ CAPITAL PARTNERS LIMITED (the "Company" or "JZCP")
(a closed-end collective investment scheme incorporated with limited liability
under the laws of Guernsey with registered number 48761)
LEI: 549300TZCK08Q16HHU44
ISSUE OF LOAN NOTES, REDEMPTION OF THE COMPANY'S CONVERTIBLE UNSECURED
SUBORDINATED LOAN STOCK DUE 2021, AND SHARE ISSUANCE
30 July 2021
Unless otherwise defined herein, capitalised terms used in this announcement
have the meanings given to them in the circular of the Company dated 28 May
2021 (the "Circular").
Issue of Loan Notes and Redemption of CULS
Further to the announcement made by the Company on 25 June 2021, the Company is
pleased to confirm that, pursuant to the Loan Note Proposal, Loan Notes in the
amount of US$31.5 million will later today be issued to the JZAI Founders (or
their respective affiliates). Further details of the Loan Note Proposal are set
out in the Circular and in the announcements made by the Company on 17 May 2021
and 25 June 2021.
In addition, the Company is pleased to announce that the Company has today
redeemed all of its 6.00 per cent. convertible unsecured subordinated loan
stock ("CULS") on their maturity date. The Company has used its existing cash
at hand to redeem the CULS, which immediately prior to redemption had an issued
aggregate nominal value of £38.8 million.
Share Issuance
The Company also announces that, prior to the redemption of the CULS, a holder
of the CULS requested a conversion of 1,835 CULS and accordingly that the
Company issue 3,039 ordinary shares of no par value in the capital of the
Company (the "New Shares") to the relevant CULS holder.
Application has therefore been made for the New Shares to be admitted to
trading on the Specialist Fund Market of the London Stock Exchange plc with
admission expected to take place on or around 2 August 2021 ("Admission"). On
Admission, the New Shares will rank pari passu in all respects with all
existing ordinary shares of no par value in the capital of the Company.
Voting Rights and Capital
In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company notifies the market of the following:
The total number of ordinary shares in the capital of the Company in issue at
the close of business on 30 July 2021 (being the last trading day of July) and
following the above-mentioned share issuance is 77,477,214 with each ordinary
share carrying the right to one vote.
The total number of the zero dividend redeemable preference shares in issue at
the close of business on 30 July 2021 (being the last trading day of July) is
11,907,720. The zero dividend preference shares do not carry voting rights at a
general meeting of the Company except in certain limited circumstances as
prescribed by the Company's Articles of Incorporation. The Company no longer
has any CULS in issue following their redemption as described above.
The Company does not hold any shares in treasury. Therefore, the total number
of voting rights in the Company is 77,477,214.
This figure may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their interest in,
or a change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
For further information:
Ed Berry +44 (0)7703 330 199
FTI Consulting
David Zalaznick +1 (212) 485 9410
Jordan/Zalaznick Advisers, Inc.
Sam Walden +44 (0) 1481 745385
Northern Trust International Fund
Administration Services (Guernsey)
Limited
Important Notice
This announcement also 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, JZAI 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.
END
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