JZ CAPITAL PARTNERS LIMITED (the
"Company")
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registered number
48761)
LEI 549300TZCK08Q16HHU44
Recommended
proposal to approve
The Company's proposed disposal of its ownership interests in
certain US Microcap Portfolio Companies
and
Notice of
Extraordinary General Meeting
29 October 2020
Unless otherwise defined herein,
capitalised terms used in this announcement have the meanings given
to them in the Circular of the Company dated 29 October 2020.
Notice of Extraordinary General
Meeting
Further to the Company's announcement on 19 October 2020, the Company is today posting a
Circular to Shareholders containing details of the Company's
proposed disposal of its ownership interests in certain US Microcap
Portfolio Companies (the "Secondary Sale") and convening an
Extraordinary General Meeting of the Company in order for
Shareholders to consider and, if thought fit, approve the Secondary
Sale.
Notice is hereby given that an Extraordinary General Meeting of
the Company will be held at the offices of Northern Trust
International Fund Administration Services (Guernsey) Limited,
Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL,
Channel Islands at 1.00 p.m. on
18 November 2020. The Notice
convening the Extraordinary General Meeting, which contains the
Resolution to be proposed at that meeting concerning the Secondary
Sale, is set out at the end of the Circular being posted to
Shareholders.
The Company refers to the announcement of 19 October 2020 which contains details of the
Secondary Sale and which Shareholders are advised to read in
conjunction with this announcement.
Shareholders should be aware that the Secondary Sale would be
considered a Related Party Transaction under Chapter 11 of the
Listing Rules (with which the Company voluntarily complies and
insofar as the Listing Rules are applicable to the Company by
virtue of its voluntary compliance) and therefore Shareholder
approval is required for the Secondary Sale which will be sought at
the Extraordinary General Meeting.
Additionally, because of its size, the Secondary Sale will also
constitute a Class 1 Transaction for the purposes of the Listing
Rules. Therefore, the approval of Shareholders is also required
pursuant to Chapter 10 of the Listing Rules (with which the Company
voluntarily complies and insofar as the Listing Rules are
applicable to the Company by virtue of its voluntary compliance)
and will be sought at the Extraordinary General Meeting.
Attendance at the Extraordinary
General Meeting
The Company has been closely
monitoring the evolving situation relating to the outbreak of
Coronavirus (COVID-19), including the current guidance and
restrictions on travel and public gatherings and social distancing.
The priority of the Company's Board at this time is the health,
safety and wellbeing of all Shareholders and Directors.
With effect from 20 June 2020, the States of Guernsey implemented
Phase 5 of its transitional plan to ease the stay at home and
travel restrictions originally introduced on 25 March 2020 in light of COVID-19. Whilst
restrictions within Guernsey have been eased, permitting gatherings
to take place within Guernsey, any persons arriving into Guernsey
are presently required to self-isolate for a period of between 7 to
14 days upon arrival (subject to satisfaction of certain
criteria).
In light of the restrictions in place
from 20 June 2020, whilst Guernsey
based Shareholders are permitted to attend the Extraordinary
General Meeting in person, Shareholders from outside of Guernsey
are strongly encouraged to appoint the Chairman of the meeting or
the Company Secretary as their proxy and provide voting
instructions in advance of the Extraordinary General Meeting, in
accordance with the instructions explained in the Notice of
Extraordinary General Meeting set out at the end of the
Circular.
Shareholders are strongly encouraged
to exercise their voting rights by completing and submitting a Form
of Proxy. It is highly recommended that Shareholders submit their
Form of Proxy as early as possible to ensure that their votes are
counted at the Extraordinary General Meeting.
The Company will continue to closely monitor the situation in
the lead up to the Extraordinary General Meeting and will make any
further updates as required about the meeting on its website at
www.jzcp.com.
Notice of Extraordinary General
Meeting and Shareholder Circular
Further details of the Secondary Sale are included in the Notice
convening the Extraordinary General Meeting and in the
Circular.
The Notice convening the Extraordinary General Meeting is being
distributed to members of the Company and will shortly be uploaded
to the Company's website at www.jzcp.com. Copies of the
Circular the Company is posting to Shareholders are available for
viewing, during normal business hours, at the registered office of
the Company at Trafalgar Court, Les Banques, St Peter Port,
Guernsey GY1 3QL, Channel Islands and will shortly be available for
viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
______________________________________________________________________________________
For further information:
Ed Berry
FTI Consulting |
+44 (0)7703 330
199 |
David Zalaznick
Jordan/Zalaznick Advisers, Inc. |
+1 212 485 9410 |
Samuel Walden
Northern Trust International Fund Administration Services
(Guernsey) Limited |
+44 (0) 1481
745385 |