JZ Capital Ptnrs Ltd Update on Secondary Sale and Monthly Net Asset Value
June 23 2022 - 2:01AM
UK Regulatory
TIDMJZCP TIDMJZCC TIDMJZCN
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 and
Monthly Net Asset Value
23 June 2022
Secondary Sale
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 and to its announcement made on 23 May 2022.
In that announcement, the Company provided an update that a portfolio company
of the Secondary Fund had executed an agreement to sell certain of its
interests with completion of the sale being subject to the satisfaction of
certain conditions, including the federal premerger notification program
established by the Hart-Scott-Rodino Act. The sale concerned the disposal of a
portion of the Secondary Fund's interest in the portfolio company, Testing
Services Holdings, and the Company is now pleased to announce that the
conditions to the sale have been satisfied and that the sale has completed. As
a result, the Company has received a distribution from the Secondary Fund of
approximately US$96.2 million.
The sale of a portion of Testing Services Holdings and the resultant
distribution received by the Company corresponds to a NAV uplift to JZCP of
approximately 59 cents per Ordinary Share of the Company based on the 30 April
2022 valuation and an approximately 70 cents uplift compared to the 28 February
2022 valuation reflected in the Company's annual results. In addition and as
previously announced, the Company having now received such distribution is
expected to be able to fund its obligation to redeem its zero dividend
preference shares due on 1 October 2022, subject to compliance with the
financial covenants of the Company's Senior Facility provided by WhiteHorse
Capital Management, LLC due on 26 January 2027 and the extension of the
maturity of the Subordinated Notes made available by Jay Jordan and David
Zalaznick (and their affiliates) due on 11 September 2022. It had previously
been indicated that when the Company had sufficient cash to redeem the zero
dividend preference shares such an extension would be negotiated and,
accordingly, the Company intends to seek to negotiate such an extension to the
maturity of the Subordinated Notes.
JZCP's remaining interest in the Secondary Fund, following completion of the
sale of a portion of Testing Services Holdings, is valued at approximately
US$75.4 million. As previously announced, the Company will also make further
announcements in relation to any further distributions of the Secondary Fund
(and in particular concerning any distributions as a result of its interest in
the Secondary Fund) as and when appropriate and once further information
becomes available to it.
Monthly Net Asset Value ("NAV")
The unaudited Net Asset Value per Ordinary Share of the Company as at the close
of business on 31 May 2022 was as follows:
Company Name Date NAV per Ordinary Share
JZ Capital Partners Limited 31 May 2022 US$4.85
JZCP's NAV at 31 May 2022 is US$4.85 per Ordinary Share (US$4.36 per Ordinary
Share at 30 April 2022), the increase in NAV of 49 cents per Ordinary Share is
due to net investments gains of 48 cents (59 cents Secondary Fund uplift less
11 cents other portfolio write downs), investment income of 1 cent, net fx
gains of 2 cents offset by expenses and finance costs of (2) cents.
Below is a summary of the Company's assets and liabilities at 31 May 2022,
together with a pro forma summary of the same at 23 June 2022 which includes
the above described distribution received by the Company from the Secondary
Fund. As at 23 June 2022, the Company has cash and cash equivalents of
approximately US$136 million.
Pro forma
(incl. Secondary
Fund
distribution)
31.5.2022 23.6.2022
US$'000 US$'000
Assets
Private 483,289 387,132
Investments
Cash and 40,334 136,491
Cash
equivalents
Other 10 10
Receivables
Total 523,633 523,633
Assets
Liabilities
Senior debt 42,687 42,687
- maturity
date 26th
January 2027
ZDP shares 71,385 71,385
-maturity
date 1st
October 2022
Loan notes - 31,824 31,824
maturity
date 12th
September
2022
Other 2,014 2,014
liabilities
Total 147,910 147,910
Liabilities
Net Asset 375,723 375,723
Value
Number of 77,477,214 77,477,214
Ordinary
Shares in
issue
Net Assets US$4.85 US$4.85
Value per
Ordinary
Share
Unless otherwise defined herein, capitalised terms used in this announcement
have the meanings given to them in the announcements of the Company dated 23
May 2022 and 7 April 2022 (as applicable).
______________________________________________________________________________________
For further information:
Kit Dunford / Ed Berry +44 (0)7717 417 038 / +44 (0)7703
FTI Consulting 330 199
David Zalaznick +1 (212) 485 9410
Jordan/Zalaznick Advisers, Inc.
Sam Walden / Martin Chapman +44 (0) 1481 745385 / +44 (0)1481
Northern Trust International Fund 745183
Administration Services (Guernsey)
Limited
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.
END
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