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JZ CAPITAL PARTNERS LIMITED (the "Company" or "JZCP")
(a closed-end collective investment scheme incorporated with limited liability under the laws of Guernsey with registered number 48761)
ISSUE OF LOAN NOTES, REDEMPTION OF THE COMPANY'S CONVERTIBLE UNSECURED SUBORDINATED LOAN STOCK DUE 2021, AND SHARE ISSUANCE
30 July 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 (the "Circular").
Issue of Loan Notes and Redemption of CULS
Further to the announcement made by the Company on 25 June 2021, the Company is pleased to confirm that, pursuant to the Loan Note Proposal, Loan Notes in the amount of US$31.5 million will later today be issued to the JZAI Founders (or their respective affiliates). Further details of the Loan Note Proposal are set out in the Circular and in the announcements made by the Company on 17 May 2021 and 25 June 2021.
In addition, the Company is pleased to announce that the Company has today redeemed all of its 6.00 per cent. convertible unsecured subordinated loan stock ("CULS") on their maturity date. The Company has used its existing cash at hand to redeem the CULS, which immediately prior to redemption had an issued aggregate nominal value of £38.8 million.
The Company also announces that, prior to the redemption of the CULS, a holder of the CULS requested a conversion of 1,835 CULS and accordingly that the Company issue 3,039 ordinary shares of no par value in the capital of the Company (the "New Shares") to the relevant CULS holder.
Application has therefore been made for the New Shares to be admitted to trading on the Specialist Fund Market of the London Stock Exchange plc with admission expected to take place on or around 2 August 2021 ("Admission"). On Admission, the New Shares will rank pari passu in all respects with all existing ordinary shares of no par value in the capital of the Company.
Voting Rights and Capital
In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company notifies the market of the following:
The total number of ordinary shares in the capital of the Company in issue at the close of business on 30 July 2021 (being the last trading day of July) and following the above-mentioned share issuance is 77,477,214 with each ordinary share carrying the right to one vote.
The total number of the zero dividend redeemable preference shares in issue at the close of business on 30 July 2021 (being the last trading day of July) is 11,907,720. The zero dividend preference shares do not carry voting rights at a general meeting of the Company except in certain limited circumstances as prescribed by the Company's Articles of Incorporation. The Company no longer has any CULS in issue following their redemption as described above.
The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company is 77,477,214.
This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
For further information:
+44 (0)7703 330 199
+1 (212) 485 9410
+44 (0) 1481 745385
This announcement also 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, JZAI 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.