JZ Capital Ptnrs Ltd Notice of Extraordinary General Meeting
May 28 2021 - 2:00AM
UK Regulatory
TIDMJZCP TIDMJZCC TIDMJZCN
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 proposals to approve
The Company's proposed issuance of Loan Notes to David W. Zalaznick and John
(Jay) Jordan II
and
The proposed assumption by David W. Zalaznick and John (Jay) Jordan II of the
Company's remaining commitments to Orangewood Partners II-A, L.P.
and
Notice of Extraordinary General Meeting
28 May 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.
Notice of Extraordinary General Meeting
Further to the Company's announcement on 17 May 2021, the Company is today
posting a Circular to Shareholders containing details of the Company's proposed
issuance of Loan Notes to David W. Zalaznick and John (Jay) Jordan II (the
"Loan Note Proposal"), the proposed assumption by David W. Zalaznick and John
(Jay) Jordan II of the Company's remaining commitments to Orangewood Partners
II-A, L.P. (the "Orangewood Proposal" and, together with the Loan Note
Proposal, the "Proposals") and convening an Extraordinary General Meeting of
the Company in order for Shareholders to consider and, if thought fit, approve
the Proposals.
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 June 2021. The Notice
convening the Extraordinary General Meeting, which contains the Resolutions to
be proposed at that meeting concerning the Proposals, is set out at the end of
the Circular being posted to Shareholders.
The Company refers to the announcement of 17 May 2021 which contains details of
the Proposals and which Shareholders are advised to read in conjunction with
this announcement.
Shareholders should be aware that each of the Proposals 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 each of the Proposals which will be sought at the
Extraordinary General Meeting.
Additionally, because of their size when aggregated together with the
Orangewood Smaller Related Party Transaction, each of the Proposals 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
coronavirus (COVID-19) pandemic, 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.
If the current restrictions on inbound travel introduced by the States of
Guernsey in response to the COVID-19 pandemic remain in place at the intended
time scheduled for the meeting, physical attendance at the Extraordinary
General Meeting will be difficult or impossible for all Shareholders, proxies
and corporate representatives. Up to date information on Guernsey travel and
local restrictions is available at covid19.gov.gg.
Shareholders should carefully consider whether or not it is appropriate to
attend the Extraordinary General Meeting if the guidance continues to be the
same or becomes even more restrictive. The situation in respect of COVID-19 may
change rapidly and Shareholders should note that further changes may need to be
put in place at short notice in relation to the Extraordinary General Meeting.
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. Given the
limitations on attendance, Shareholders are strongly encouraged to appoint the
Chairman of the Extraordinary General Meeting or the Company Secretary as their
proxy rather than a named person who may not be permitted to attend the
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 Proposals 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 +44 (0)7703 330 199
FTI Consulting
David Zalaznick +1 212 485 9410
Jordan/Zalaznick Advisers, Inc.
Samuel Walden +44 (0) 1481 745385
Northern Trust International Fund
Administration Services (Guernsey)
Limited
END
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