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
J.P. Morgan Cazenove |
+44 (0) 20 7742 4000 |
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 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.