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
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 |