JZ CAPITAL PARTNERS LIMITED (the "Company")
(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 48761)
Recommended proposal to approve
The Company's proposed disposal of its ownership interests in
certain US Microcap Portfolio Companies
Notice of Extraordinary General Meeting
29 October 2020
Unless otherwise defined herein, capitalised terms used in this announcement have the meanings given to them in the Circular of the Company dated 29 October 2020.
Notice of Extraordinary General Meeting
Further to the Company's announcement on 19 October 2020, the Company is today posting a Circular to Shareholders containing details of the Company's proposed disposal of its ownership interests in certain US Microcap Portfolio Companies (the "Secondary Sale") and convening an Extraordinary General Meeting of the Company in order for Shareholders to consider and, if thought fit, approve the Secondary Sale.
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 November 2020. The Notice convening the Extraordinary General Meeting, which contains the Resolution to be proposed at that meeting concerning the Secondary Sale, is set out at the end of the Circular being posted to Shareholders.
The Company refers to the announcement of 19 October 2020 which contains details of the Secondary Sale and which Shareholders are advised to read in conjunction with this announcement.
Shareholders should be aware that the Secondary Sale 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 the Secondary Sale which will be sought at the Extraordinary General Meeting.
Additionally, because of its size, the Secondary Sale 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 outbreak of Coronavirus (COVID-19), 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.
With effect from 20 June 2020, the States of Guernsey implemented Phase 5 of its transitional plan to ease the stay at home and travel restrictions originally introduced on 25 March 2020 in light of COVID-19. Whilst restrictions within Guernsey have been eased, permitting gatherings to take place within Guernsey, any persons arriving into Guernsey are presently required to self-isolate for a period of between 7 to 14 days upon arrival (subject to satisfaction of certain criteria).
In light of the restrictions in place from 20 June 2020, whilst Guernsey based Shareholders are permitted to attend the Extraordinary General Meeting in person, Shareholders from outside of Guernsey are strongly encouraged to appoint the Chairman of the meeting or the Company Secretary as their proxy and provide voting instructions in advance of the Extraordinary General Meeting, in accordance with the instructions explained in the Notice of Extraordinary General Meeting set out at the end of the Circular.
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.
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 Secondary Sale 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:
+44 (0)7703 330 199
+1 212 485 9410
+44 (0) 1481 745385