JZ CAPITAL
PARTNERS LIMITED (the "Company" or "JZCP")
(a closed-ended investment company
incorporated with limited liability under the laws of Guernsey with
registered number 48761)
LEI 549300TZCK08Q16HHU44
Further Update in
relation to Secondary Sale
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014, WHICH FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR").
23 May 2022
JZ Capital Partners Limited, the London listed fund that has investments in US
and European microcap companies and US real estate, is pleased to
provide a further update in relation to its interest in the
Secondary Fund, JZHL Secondary Fund LP, being the fund to which the
Company earlier sold its interests in certain US microcap portfolio
companies.
Since the Company's last update announced on 7 April 2022, a portfolio company of the
Secondary Fund has executed an agreement to sell certain of its
interests, with the Secondary Fund expecting to receive a
distribution from such portfolio company of net proceeds it
receives in such sale of approximately US$165-180 million.
Shareholders are reminded that, as detailed in the Company's
last update announced on 7 April 2022
and in its circular dated 29 October
2020, the Company has a Special LP Interest in the Secondary
Fund, which entitles it to certain rights and obligations from the
Secondary Fund, including to distributions by way of an agreed
distribution waterfall. Accordingly, such portfolio company sale is
expected to result in JZCP receiving a distribution from the
Secondary Fund of approximately US$89-94 million, which would correspond to a NAV
uplift to JZCP in the range of approximately 56-63 cents per ordinary share. JZCP’s remaining
interest in the Secondary Fund, based on pro forma financials as at
28 February 2022, is valued at
approximately US$71.2 million.
Shareholders should however also be aware that completion of
such portfolio company sale remains subject to certain conditions,
including the federal premerger notification program established by
the Hart-Scott-Rodino Act. Whilst it is expected that completion of
the sale will occur, subject to the satisfaction of the relevant
conditions, on or before 30 June
2022, there can be no assurance that the aforementioned
conditions will be satisfied and, accordingly, that completion of
such portfolio company sale (or receipt by the Company of its
distribution) will occur. As such, the Company will make further
announcements at the appropriate time regarding the status of
completion of such portfolio company sale and the distribution of
net proceeds related thereto. Furthermore and as previously
announced, the Company will also make further announcements in
relation to any further distributions of the Secondary Fund as and
when appropriate.
For completeness, the Company's key outstanding debt obligations
are approximately US$45.0 million
under the Company's Senior Facility provided by WhiteHorse Capital
Management, LLC due on 26 January
2027, approximately £57.6 million of zero dividend
preference shares ("ZDPs") due on 1 October
2022, and approximately US$31.5
million of Subordinated Notes made available by Jay Jordan and David
Zalaznick (and their affiliates) due on 11 September 2022. The Senior Facility does
however (and as previously announced) allow and indeed requires,
subject to compliance with its financial covenants, the repayment
of the Subordinated Notes and the ZDPs on their respective
maturities, being 11 September 2022
and 1 October 2022 respectively.
Whilst the Company's ability to repay the Subordinated Notes and
the ZDPs does continue to be dependent upon the Company achieving
sufficient realisations in due time, following the receipt of the
expected distribution of the Company’s entitlement to a portion of
the Secondary Fund’s proceeds of such portfolio company sale, the
Company’s obligation to redeem the ZDPs on their due date is
expected to be funded, subject to compliance with the Senior
Facility's financial covenants and the extension of the maturity of
the Subordinated Notes. Again, the Company will make further
announcements in relation to its key outstanding debt obligations,
including the status or satisfaction of the same as and when
appropriate.
Unless otherwise defined herein, capitalised terms used in this
announcement have the meanings given to them in the announcement of
the Company dated 7 April 2022.
Market Abuse Regulation
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
MAR. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
The person responsible for arranging the release of this
announcement on behalf of the Company is David Macfarlane, Chairman of JZCP.
______________________________________________________________________________________
For further information:
Kit Dunford / Ed
Berry
FTI Consulting |
+44 (0)7717 417 038 / +44 (0)7703
330 199 |
David Zalaznick
Jordan/Zalaznick Advisers, Inc. |
+1 (212) 485 9410 |
Sam Walden / Martin
Chapman
Northern Trust International Fund Administration Services
(Guernsey) Limited |
+44 (0) 1481 745385 /
+44 (0)1481 745183 |
Important Notice
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters
that are not historical facts. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. The Company's actual investment performance, results
of operations, financial condition, liquidity, policies and the
development of its strategies may differ materially from the
impression created by the forward-looking statements contained in
this announcement. In addition, even if the investment performance,
result of operations, financial condition, liquidity and policies
of the Company and development of its strategies, are consistent
with the forward-looking statements contained in this announcement,
those results or developments may not be indicative of results or
developments in subsequent periods. These forward-looking
statements speak only as at the date of this announcement. Subject
to their legal and regulatory obligations, each of the Company,
Jordan/Zalaznick Advisers, Inc. and their respective affiliates
expressly disclaims any obligations to update, review or revise any
forward-looking statement contained herein whether to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based or as a
result of new information, future developments or otherwise.