JZ Capital Partners Ltd - Notice of Extraordinary General Meeting

JZ Capital Partners Ltd - Notice of Extraordinary General Meeting

PR Newswire

London, May 27

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	[phone]
David Zalaznick Jordan/Zalaznick Advisers, Inc.	[phone]
Samuel Walden Northern Trust International Fund Administration Services (Guernsey) Limited	[phone]