JZ Capital Ptnrs Ltd Notice of Extraordinary General Meeting

 
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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