JZ Capital Ptnrs Ltd Share Buybacks
June 27 2019 - 12:53PM
UK Regulatory
TIDMJZCP TIDMJZCC TIDMJZCN
JZ CAPITAL PARTNERS LIMITED (the "Company" or "JZCP")
(a closed-end investment company incorporated with limited liability under the
laws of Guernsey with registered number 48761)
SHARE BUYBACKS
27 JUNE 2019
At the Annual General Meeting of the Company held on 27 June 2019, the
shareholders of the Company approved the purchase by the Company of shares in
the capital of the Company (the "On-Market Buy Backs"). The authorities
authorised the Company to, amongst other things, make market acquisitions of
the Company's shares up to a maximum number of, 12,091,959 ordinary shares and
1,784,967 zero dividend redeemable preference shares representing approximately
14.99 per cent of each class of those shares in issue as at 7 May 2019 (the
"On-Market Buy Back Authority").
It is also noted that, in order for the Company to undertake share buybacks of
ordinary shares, in addition to repurchasing shares through the above mentioned
market acquisitions, the Company will need to repurchase ordinary shares
through effecting a number of resultant off-market mandatory repurchases from
certain of the Company's large US shareholders pursuant to and as required by
its Articles of Incorporation. The process of the Company buying back ordinary
shares in this way reflects the implementation of the CFC Buy Back Arrangement
as further described in the Company's Circular to shareholders dated 20 April
2017 (the "Off-Market Buy Backs"). As such, at the Annual General Meeting, the
shareholders of the Company also approved the Company to make off-market
acquisitions of ordinary shares in the capital of the Company pursuant to its
Articles of Incorporation (the "Off-Market Buy Back Authority" and together
with the On-Market Buy Back Authority, the "Buy Back Authorities"). The
intention is for such Buy Back Authorities to be renewed annually by the
Company at its Annual General Meetings as has been the case in previous years.
Shareholders are also reminded that, at the Extraordinary General Meeting of
the Company held after the conclusion of the Annual General Meeting on 27 June
2019, the shareholders of the Company approved additional buy back authorities
in order to return capital to ordinary shareholders by way of a tender offer
(or a series of tender offers) and resultant off-market acquisitions of the
Company's ordinary shares (the "Tender Offer Authorities") as further described
in the Company's Circular dated 29 May 2019. It is now the intention of the
Company to undertake acquisitions of its ordinary shares by way of a tender
offer (or series of tender offers) pursuant to the Tender Offer Authorities
however the Company may, in addition and where appropriate, make acquisitions
of both its ordinary shares and zero dividend preference shares by way of share
buy backs pursuant to the Buy Back Authorities.
For the purpose of any On-Market Buy Backs forming part of the Buy Back
Authorities, the Company has instructed J.P. Morgan Securities plc to act as
its broker in respect of such transactions. With respect to any Off-Market Buy
Backs resulting from such On-Market Buy Backs, on any relevant day, the Company
will carry out any required off-market repurchases pursuant to and as required
by the Company's Articles of Incorporation. The price at which ordinary shares
are repurchased pursuant to the Off-Market Buy Backs will be equal to the
volume weighted average price payable per ordinary share in respect of the
ordinary shares agreed to be repurchased by J. P. Morgan Securities plc
pursuant to the On-Market Buy Backs during the course of any relevant day. The
Company will announce the results of any share buyback related to the Buy Back
Authorities by no later than 7.30 a.m. on the business day following the
calendar day on which such repurchases occurred. The details of any share
buyback undertaken by way of tender offer and relying on the Tender Offer
Authorities will be contained in a separate shareholder circular(s) that will
be sent to shareholders at the time the Company decides to undertake buybacks
in this way.
Although the Company retains the power to do so, it is not obliged to carry out
share buybacks of its shares, and as such, the Company may undertake buybacks
when it so chooses including (as applicable) as and when opportunities in the
market permit and as its cash resources allow at the time.
For further information:
William Simmonds +44 (0) 20 7742 4000
J.P. Morgan Cazenove
Ed Berry / Kit Dunford +44 (0) 20 3727 1046 / 1143
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
About JZ Capital Partners
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.
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