JZ Capital Ptnrs Ltd Results of Tender Offer

 
TIDMJZCP TIDMJZCN 
 
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 GBP7.67) 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 GBP24.5 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 GBP38,861,140. 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                  +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 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. 
 
 
 
END
(END) Dow Jones Newswires
August 27, 2019 02:00 ET (06:00 GMT)
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