TIDMJZCP TIDMJZCC TIDMJZCN 
 
JZ CAPITAL PARTNERS LIMITED (the "Company" or "JZCP") 
(a closed-end investment company incorporated with limited liability under the 
                laws of Guernsey with registered number 48761) 
 
                       ANNUAL RESULTS FOR THE YEARED 
 
                               28 FEBRUARY 2022 
 
LEI: 549300TZCK08Q16HHU44 
 
(Classified Regulated Information, under DTR 6 Annex 1 section 1.1) 
 
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"). 
 
15 June 2022 
 
JZ Capital Partners, the London listed fund that has investments in US and 
European micro-cap companies and US real estate, announces its preliminary 
results for the year ended 28 February 2022. 
 
Financial Highlights 
 
·     NAV per share of $4.29 (FYE 28/02/21: $4.25) 
 
·     NAV of $332.3 million (FYE 28/02/21: $329.5 million) 
 
·     Total realisations of $65.8 million, including: the sale of JZCP's 
investment in Salter Labs, proceeds from selling down the "funded portion" of 
its commitment to the Orangewood Fund; and the sale of George Industries, Igloo 
and Vitalyst. 
 
Investment Policy and Liquidity 
 
·     The Company's objective remains realising the maximum value from its 
investment portfolio and, after repaying its debt obligations (which includes 
the £57.6 million of Zero Dividend Preference Shares ("ZDPs") due 1 October 
2022), the return of capital to shareholders. 
 
·     The US and European micro-cap portfolios have generally performed well, 
and both portfolios are working towards several realizations. 
 
·     To meet this challenge and afford the Company more time to maximise the 
value of its portfolio and bring these businesses to market, the following 
transactions have taken place in regard to the Company's indebtedness: 
 
o  The Company realised its investment in Salter Labs above NAV, receiving net 
proceeds of approximately $41 million. 
 
o  The Company drew down $31.5 million of Subordinated Notes (payable on 11 
September 2022) under a facility made available by affiliates of Jay Jordan and 
David Zalaznick (as approved by shareholders). 
 
o  The Company redeemed approximately £38.8 million (approximately $54.1 
million) of Convertible Unsecured Loan Stock on its maturity date of 30 July 
2021. 
 
o  The Company repaid its previous senior facility (the "Previous Senior 
Facility") which was provided by clients and funds managed by Cohanzick 
Management, LLC and CrossingBridge Advisors, LLC in an amount of approximately 
$52.9 million, prior to such facility's maturity date of 12 June 2022. 
 
o  On 26 January 2022, the Company entered into a new five-year term senior 
secured loan facility (the "New Senior Facility") with WhiteHorse Capital 
Management LLC. The New Senior facility consists of a $45.0 million first lien 
term loan (which was drawn at close) and up to an additional $25.0 million in 
first lien delayed draw term loan (which remains undrawn) - the New Senior 
Facility is due on 26 January 2027. 
 
o  In March 2022 (post-period), the Secondary Fund, in which the Company has a 
Special Limited Partnership ("LP") Interest, sold its interest in Flow Control 
Holdings LLC ("Flow Control") for a consideration of approximately $77.7 
million. Whilst reflected in the Company's valuation of its Special LP Interest 
as at 28 February 2022, this  transaction conferred no immediate cash benefit 
to the Company, as the other investors in the Secondary Fund (the "Secondary 
Investors") have an entitlement to a priority return of 1.4x invested capital 
prior to any distributions being made to the Company. However, as a result of 
the distribution made to the Secondary Investors from the Flow Control 
realization (as well as other smaller transactions), the balance outstanding on 
the Secondary Investors' priority return was significantly reduced from 
approximately $132.6 million to approximately $35.5 million. Once the remaining 
balance on the priority return has been distributed to the Secondary Investors, 
the Company will be entitled to receive 95% of all subsequent distributions 
until the Company has received $67.6 million in proceeds. Thereafter, the 
Company will receive 37.5% of all further distributions. 
 
o  In May 2022 (post-period), a portfolio company of the Secondary Fund 
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 $165-$180 million. Pursuant to the 
Secondary Fund's waterfall, such portfolio company sale is expected to result 
in JZCP receiving a distribution from the Secondary Fund of approximately 
$89-$94 million, which would correspond to a NAV uplift to JZCP in the range of 
approximately 56-63 cents per ordinary share. It is hoped that closing of this 
transaction is imminent but at the moment it remains conditional. Such uplift 
has not been reflected in the Company's valuation of its Special LP Interest in 
the Secondary Fund as at 28 February 2022. 
 
·     In summary, the Company's key outstanding debt obligations are (i) $45.0 
million outstanding on the New Senior Facility due 26 January 2027, (ii) 
approximately £57.6 million of ZDPs due 1 October 2022, and (iii) $31.5 million 
of Subordinated Notes due 11 September 2022. 
 
David Macfarlane, Chairman of JZCP, said: "The Board believes that the 
Company's outlook has improved dramatically.  We continue to see significant 
value to be realised from our US and European microcap portfolios and are 
working towards several realisations that will provide potentially significant 
liquidity events in the near future. 
 
In addition, on the back of the expected substantial distribution from the 
Secondary Fund, the Board is very optimistic that all the Company's obligations 
will be repaid in full and that a significant amount of capital will be 
returned to shareholders. 
 
"We look forward to the next twelve months with renewed confidence." 
 
Market Abuse Regulation: 
 
The information contained within this announcement is 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. 
 
For further information: 
 
Ed Berry / Kit Dunford                +44 (0)7703 330 199 / +44 (0)7717 417 038 
 
FTI Consulting 
 
David Zalaznick 
                                                                        +1 212 
485 9410 
 
Jordan/Zalaznick Advisers, Inc. 
 
Martin Chapman 
                                                                  +44 (0) 1481 
745183 
 
Northern Trust International Fund 
 
Administration Services (Guernsey) Limited 
 
About JZ Capital Partners 
 
JZCP has investments in US and European micro-cap companies, as well as real 
estate properties in the US. 
 
JZCP's Investment Adviser is Jordan/Zalaznick Advisers, Inc. ("JZAI") which was 
founded by David Zalaznick and Jay Jordan in 1986. JZAI has investment 
professionals in New York, Chicago, London and Madrid. 
 
In August 2020, the Company's shareholders approved changes to the Company's 
investment policy. Under the new policy, the Company will make no further 
investments except in respect of which it has existing obligations and to 
continue selectively to support the existing portfolio. The intention is to 
realise the maximum value of the Company's investments and, after repayment of 
all debt, to return capital to shareholders. 
 
JZCP is a Guernsey domiciled closed-ended investment company authorised by the 
Guernsey Financial Services Commission. JZCP's shares trade on the Specialist 
Fund Segment of the London Stock Exchange. 
 
For more information please visit www.jzcp.com. 
 
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, the Investment Adviser 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. 
 
Chairman's Statement 
 
We present the results of the Company for the financial year ended 28 February 
2022, which show that the NAV of the Company increased from $4.25 per share at 
28 February 2021 to $4.29 per share at 28 February 2022 ($4.08 at 31 August 
2021). This modest increase is primarily attributable to strong performance of 
JZHL Secondary Fund LP (the "Secondary Fund") and the realisations of Salter 
Labs and Igloo above NAV, offset by finance and administration costs as well as 
write-downs at two US micro-cap investments, Deflecto and Vitalyst, and net 
write downs in the European portfolio at JZI Fund III, L.P. and our direct loan 
to Xacom. 
 
Investment Policy and Liquidity 
 
The Company's objective remains to realise  the maximum value from its 
investment portfolio and, after repaying its debt obligations (which includes 
the £57.6 million of Zero Dividend Preference Shares ("ZDPs") due 1 October 
2022), to return capital to shareholders. 
 
The following are the key events affecting the Company's liquidity over the 
past year: 
 
×      The Company realised its investment in Salter Labs above NAV, receiving 
net proceeds of approximately $41 million. 
 
×      The Company drew down $31.5 million of Subordinated Notes (payable on 11 
September 2022) under a facility made available by affiliates of Jay Jordan and 
David Zalaznick (as approved by shareholders). 
 
×      The Company redeemed approximately £38.8 million (approximately $54.1 
million) of Convertible Unsecured Loan Stock on its maturity date of 30 July 
2021. 
 
×      The Company repaid its previous senior facility (the "Previous Senior 
Facility") which was provided by clients and funds managed by Cohanzick 
Management, LLC and CrossingBridge Advisors, LLC in an amount of approximately 
$52.9 million, prior to such facility's maturity date of 12 June 2022. 
 
×      On 26 January 2022, the Company entered into a new five-year term senior 
secured loan facility (the "New Senior Facility") with WhiteHorse Capital 
Management LLC. The New Senior facility consists of a $45.0 million first lien 
term loan (which was drawn at close) and up to an additional $25.0 million in 
first lien delayed draw term loan (which remains undrawn). The terms of the New 
Senior Facility represent a substantial improvement to those of the Previous 
Senior Facility, including as to interest cost and maturity -the New Senior 
Facility is due on 26 January 2027. 
 
×      In March 2022 (post-period), the Secondary Fund, in which the Company 
has a Special LP Interest, sold its interest in Flow Control Holdings LLC 
("Flow Control") for a consideration of approximately $77.7 million. Whilst 
reflected in the Company's valuation of its Special Limited Partnership ("LP") 
Interest as at 28 February 2022, this transaction conferred no immediate cash 
benefit to the Company, as the other investors in the Secondary Fund (the 
"Secondary Investors") have an entitlement to a priority return of 1.4x 
invested capital prior to any distributions being made to the Company. However, 
as a result of the distribution made to the Secondary Investors from the Flow 
Control realization (as well as other smaller transactions) the balance 
outstanding on the Secondary Investors' priority return was significantly 
reduced from approximately $132.6 million to approximately $35.5 million. Once 
the remaining balance on the priority return has been distributed to the 
Secondary Investors, the Company will be entitled to receive 95% of all 
subsequent distributions until the Company has received $67.6 million in 
proceeds. Thereafter, the Company will receive 37.5% of all further 
distributions. 
 
×      As announced in a press release dated 23 May 2022, a portfolio company 
of the Secondary Fund 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 $165-$180 
million. Pursuant to the Secondary Fund's waterfall, in which JZCP has a 
Special LP Interest, such portfolio company sale is expected to result in JZCP 
receiving a distribution from the Secondary Fund of approximately $89-$94 
million, which would correspond to a NAV uplift to JZCP in the range of 
approximately 56-63 cents per ordinary share. It is hoped that closing of this 
transaction is imminent but at the moment it remains conditional. Such uplift 
has not been reflected in the Company's valuation of its Special LP Interest in 
the Secondary Fund as at 28 February 2022. 
 
In summary, the Company's key outstanding debt obligations are (i) $45.0 
million outstanding on the New Senior Facility due 26 January 2027, (ii) 
approximately £57.6 million of ZDPs due 1 October 2022 and (iii) $31.5 million 
of Subordinated Notes due 11 September 2022. 
 
Subject to compliance with its financial covenants, the New Senior Facility 
permits, and, in fact, requires, the repayment of the Subordinated Notes and 
ZDPs on their respective maturities. While the Company's ability to repay its 
Subordinated Notes and ZDPs remains dependent upon the Company achieving 
sufficient realisations in due time, the Board is confident that following the 
Company's receipt of its expected distribution from the Secondary Fund, the 
Company will have sufficient cash to redeem its ZDPs. As noted in the press 
release dated 23 May 2022, the redemption of the ZDPs remains subject to 
compliance with the New Senior Facility's financial covenants and the extension 
of the maturity of the Subordinated Notes. It has been indicated that when the 
Company has sufficient cash to redeem the ZDPs such an extension will be 
negotiated. 
 
In consequence of the conditionality of the portfolio company sale referred to 
above, uncertainty remains regarding the Company's ability to redeem the ZDPs 
on their maturity date as well as the Company's expected ability to extend the 
Subordinated Notes. Accordingly, the Report of the Directors accompanying these 
results discloses a material uncertainty as to the Company's ability to 
continue as a going concern. 
 
US and European Micro-cap Portfolios 
 
Our US and European micro-cap portfolios have generally performed well, and we 
are working towards several realisations in both portfolios. The Board looks 
forward to reporting on further potential realisations at the interim period. 
 
In a press release dated 21 March 2022, the Company announced that it had come 
to the Board's attention that allegations of fraudulent conduct had been made 
against two individuals who were members of the management team that manages 
JZCP's investments in European micro-cap companies. A claim has been made in 
respect thereof in the New York State Supreme Court. The claimants are a fund 
in which JZCP has only an approximate 1% interest (carried at approximately 
$0.75 million) as well as a fund in which JZCP has no interest. 
 
The Board understands that the investigation into the allegations has 
concluded; the information available to the Board at this time indicates that 
the Company has no reason to believe that the alleged conduct will have a 
material adverse effect on the Company's investments held through JZI Fund III, 
L.P. 
 
The Board will however make further announcements as and when appropriate 
should any further information concerning the investigation and any potential 
impact on the Company become available. 
 
No allegations of fraudulent conduct were made against employees of the 
Company's investment adviser, Jordan/Zalaznick Advisers, Inc. 
 
Real Estate portfolio 
 
The Company has two remaining properties with equity value, Esperante, an 
office building in West Palm Beach, Florida, and 247 Bedford Avenue, a retail 
building with Apple as the primary tenant, in Williamsburg, Brooklyn. 
 
Based on newly received appraisals at the calendar year-end, both assets were 
written up from their values at the interim period (31 August 2021). However, 
the real estate portfolio remained flat as compared to the previous year-end 
(28 February 2021). 
 
Outlook 
 
The Board believes that the Company's outlook has improved dramatically. On the 
back of the expected substantial distribution from the Secondary Fund, the 
Board is very optimistic that all the Company's obligations will be repaid in 
full and that a significant amount of capital will be returned to shareholders. 
 
David Macfarlane 
 
Chairman 
 
14 June 2022 
 
Investment Adviser's Report 
 
Dear Fellow Shareholders, 
 
We are very pleased to announce that the Company has completed the fiscal year 
in a stronger financial position than in recent years. Several major 
realizations (both during the year and post-period), combined with our 
successful efforts to fortify JZCP's balance sheet, have strengthened the 
Company's position. 
 
As announced in a press release dated May 23, 2022, a portfolio company of JZHL 
Secondary Fund LP, the ("Secondary Fund") 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 $165-$180 million. Pursuant to the Secondary Fund's waterfall, in 
which JZCP has a Special LP Interest, such portfolio company sale is expected 
to result in JZCP receiving a distribution from the Secondary Fund of 
approximately $89-$94 million, which would correspond to a NAV uplift to JZCP 
in the range of approximately 56-63 cents per ordinary share. 
 
Including this expected distribution from such portfolio company (anticipated 
imminently), the Company would have cash on hand today of more than $125 
million. 
 
With regards to our efforts to reinforce JZCP's balance sheet, we successfully 
executed the following transactions, among others, during the year: 
 
.     We agreed to personally provide a $31.5 million liquidity facility at 
6.0% interest to JZCP (i.e., at the same rate as the CULS), which was approved 
by shareholders. 
 
.     JZCP paid off its CULS (£38.8 million) in full and on their stated due 
date while at the same time maintaining a cash cushion. 
 
.     The Company repaid its previous senior facility (the "Previous Senior 
Facility") with clients and funds managed by Cohanzick Management, LLC and 
CrossingBridge Advisors, LLC in an amount of approximately $52.9 million, prior 
to such facility's maturity date of 12 June 2022. 
 
On 26 January 2022, the Company entered into a new five-year term senior 
secured loan facility (the "New Senior Facility") with WhiteHorse Capital 
Management LLC. The New Senior facility consists of a $45.0 million first lien 
term loan (which was drawn at close) and up to an additional $25.0 million in 
first lien delayed draw term loan (which remains undrawn). The terms of the New 
Senior Facility represent a substantial improvement to those of the Previous 
Senior Facility, including a lower interest cost and longer maturity - the New 
Senior Facility is due on 26 January 2027. 
 
Our US and European micro-cap portfolios have generally performed well. We are 
working towards several realizations in both portfolios. 
 
The Company's two remaining real estate assets that have equity value are 247 
Bedford Avenue in Brooklyn, New York (where Apple is the principal tenant), and 
the Esperante office building in West Palm Beach, Florida. Both assets were 
written up at the year-end based on newly received appraisals. We look forward 
to reporting on our progress at both properties in the coming months. 
 
As of 28 February 2022, our US micro-cap portfolio consisted of 14 businesses, 
which includes four 'verticals' and six co-investments, across nine industries. 
Our European micro-cap portfolio consisted of 17 companies across six 
industries and seven countries. 
 
Net Asset Value ("NAV") 
 
JZCP's NAV per share increased 4 cents, or 0.9%, during the twelve-month 
period: 
 
NAV per Ordinary share as of 1 March 2021                                            $4.25 
 
     Change in NAV due to capital gains and accrued income 
 
     + US micro-cap                                                                   0.57 
 
     - European micro-cap                                                           (0.10) 
 
Other decreases in NAV 
 
     - Change in CULS fair value                                                    (0.02) 
 
     - Foreign exchange effect                                                      (0.08) 
 
     - Finance costs                                                                (0.18) 
 
     - Expenses                                                                     (0.15) 
 
NAV per Ordinary share as of 28 February 2022                                        $4.29 
 
The US micro-cap portfolio continued to perform well during the year, 
delivering a net increase of 57 cents per share. This was primarily due to net 
accrued income of 6 cents and write-ups at co-investments Salter Labs (4 cents) 
and Igloo (4 cents) and the JZHL Secondary Fund portfolio (58 cents). 
 
Offsetting these increases were decreases at co-investments George Industries, 
New Vitality, Deflecto and Vitalyst (1 cent, 1 cent, 6 cents and 6 cents 
respectively) and Avante (2 cents). 
 
Our European portfolio decreased 10 cents during the year, due to net write 
downs at European portfolio companies. 
 
The real estate portfolio was flat for the year; after a one-time write-down at 
the interim period at Esperante, the property was written-up at the year-end 
based on a newly received appraisal. 
 
Returns 
 
The chart below summarizes cumulative total shareholder returns and total NAV 
returns for the most recent six-month, one-year, three-year and five-year 
periods. 
 
                                      28.2.2022  31.8.2021 28.2.2021 28.2.2019 28.2.2017 
 
Share price (in GBP)                      £1.05      £1.20     £0.78     £4.35     £5.38 
 
Share price (in USD) 1                    $1.41      $1.65     $1.09     $5.79     $6.69 
 
NAV per share (in USD)                    $4.29      $4.08     $4.25    $10.04    $10.12 
 
NAV to market price discount              67.2%      59.5%     74.3%     42.4%     33.8% 
 
                                                   6 month    1 year    3 year    5 year 
 
                                                    return    return    return    return 
 
Total Shareholders' return (GBP)                   (12.5%)     34.6%   (75.9%)   (80.5%) 
 
Total NAV return per share (USD)                      5.1%      0.9%   (57.3%)   (57.6%) 
 
1Translated at the relevant year end exchange rate. 
 
Portfolio Summary 
 
Our portfolio is well-diversified by asset type and geography, with 31 US and 
European micro-cap investments across eleven industries. The European portfolio 
itself is well-diversified geographically across Spain, Italy, Portugal, 
Luxembourg, Scandinavia and the UK. 
 
Below is a summary of JZCP's assets and liabilities at 28 February 2022 as 
compared to 28 February 2021. An explanation of the changes in the portfolio 
follows: 
 
                                                                 28.2.2022     28.2.2021 
 
                                                                   US$'000       US$'000 
 
US micro-cap portfolio                                             284,162       299,339 
 
European micro-cap portfolio                                       105,475       117,781 
 
Real estate portfolio                                               23,597        23,376 
 
Other investments                                                   23,533        23,147 
 
Total Private Investments                                          436,767       463,643 
 
Treasury bills                                                       3,394         3,394 
 
Cash and cash equivalents                                           43,656        59,784 
 
Total Listed Investments and Cash                                   47,050        63,178 
 
Other assets                                                            70            22 
 
Total Assets                                                       483,887       526,843 
 
Senior debt facility                                                42,573        68,694 
 
Zero Dividend Preferred shares                                      75,038        74,303 
 
Loan Notes                                                          32,293             - 
 
Convertible Unsecured Loan Stock                                           -      52,430 
 
Other liabilities                                                    1,719         1,857 
 
Total Liabilities                                                  151,623       197,284 
 
Total Net Assets                                                   332,264       329,559 
 
US Micro-Cap Portfolio 
 
As you know from previous reports, our US portfolio is grouped into industry 
'verticals' and co-investments. As of December 4, 2020, certain of our 
verticals and co-investments are now grouped under JZHL Secondary Fund, LP 
("JZHL" or the "Secondary Fund"). JZCP has a continuing interest in the 
Secondary Fund through a Special LP Interest, which entitles JZCP to certain 
distributions from the Secondary Fund. 
 
Our 'verticals' strategy focuses on consolidating businesses under industry 
executives who can add value via organic growth and cross company synergies. 
Our co-investments strategy allows for greater diversification of our portfolio 
by investing in larger companies alongside well-known private equity groups. 
 
The US micro-cap portfolio continued to perform well during the year, 
delivering a net increase of 57 cents per share. This was primarily due to net 
accrued income of 6 cents and write-ups at co-investments Salter Labs (4 cents) 
and Igloo (4 cents) and the JZHL Secondary Fund portfolio (58 cents). 
 
Offsetting these increases were decreases at co-investments George Industries, 
New Vitality, Deflecto and Vitalyst (1 cent, 1 cent, 6 cents and 6 cents 
respectively) and Avante (2 cents). 
 
European Micro-Cap Portfolio 
 
Our European portfolio decreased 10 cents during the year, due to net write 
downs at European portfolio companies. 
 
JZCP invests in the European micro-cap sector through its approximately 18.8% 
ownership of Fund III. As of 28 February 2022, Fund III held 13 investments: 
five in Spain, two in Scandinavia, two in Italy, two in the UK and one each in 
Portugal and Luxembourg. JZCP held direct loans to a further three companies in 
Spain: Docout, Xacom and Toro Finance. 
 
JZAI has offices in London and Madrid and an experienced team with over fifteen 
years of investing together in European micro-cap deals. 
 
Real estate Portfolio 
 
The Company's two remaining real estate assets that have equity value are 247 
Bedford Avenue in Brooklyn, New York (where Apple is the principal tenant), and 
the Esperante office building in West Palm Beach, Florida. 
 
Both assets were written up at the year-end based on newly received appraisals. 
We look forward to reporting on our progress at both properties in the coming 
months. 
 
Other investments 
 
Our asset management business in the US, Spruceview Capital Partners, has 
continued to make encouraging progress since our last report to you. 
Spruceview addresses the growing demand from corporate pensions, endowments, 
family offices and foundations for fiduciary management services through an 
Outsourced Chief Investment Officer ("OCIO") model as well as customized 
products/solutions per asset class. 
 
During the period, Spruceview's mandate for a portfolio of alternative 
investments for a Mexican trust (or "CERPI") was increased by $177 million, 
bringing total assets to $1 billion, with the potential to further increase the 
size of the CERPI to $1.5 billion, pending regulatory approvals, over the 
coming year.  In addition, Spruceview won an advisory mandate for a global 
equity portfolio sponsored by a Mexican mutual fund administrator. 
 
Spruceview's third private markets fund, focused on co-investment opportunities 
in the US, ended the period with commitments of over $77 million. The firm also 
received additional commitments to its second private markets fund, bringing 
total commitments to $86 million, as well as over $90 million in additional 
contributions to the pension plans to which it provides advisory services. 
 
Spruceview also maintained a pipeline of potential client opportunities and 
continued to provide investment management oversight to the pension funds of 
the Mexican and Canadian subsidiaries of an international packaged foods 
company, as well as portfolios for family office clients, and a growing series 
of private market funds. 
 
As previously reported, Richard Sabo, former Chief Investment Officer of Global 
Pension and Retirement Plans at JPMorgan and a member of that firm's executive 
committee, is leading a team of 20 investment, business and product 
development, legal and operations professionals. 
 
Realisations 
 
Orangewood Fund 
 
In May 2021 and June 2021, JZCP received approximately $6.2 million in proceeds 
from selling down the "funded portion" of its commitment to the Orangewood Fund 
as well as from investor re-allocations from the final close of the Orangewood 
Fund. JZCP has sold down its entire commitment to the Orangewood Fund. 
 
Salter Labs 
 
In June 2021, JZCP received a $41 million distribution from the sale of Salter. 
In November 2021, JZCP received an escrow distribution from Salter in the 
amount of approximately $0.5 million. 
 
George 
 
In April 2021, JZCP sold its investment in George, receiving approximately $9.5 
million in sale proceeds. 
 
New Vitality 
 
In May 2021 and December 2021, JZCP received distributions from New Vitality 
totaling approximately $0.5 million. 
 
Igloo 
 
In October 2021, JZCP sold its investment in Igloo, receiving approximately 
$3.8 million in sale proceeds. 
 
EuroMicrocap Fund 2010, L.P. 
 
In October 2021, JZCP received a distribution from EuroMicrocap Fund 2010, L.P. 
in the amount of $2.2 million. 
 
Vitalyst 
 
In February 2022, JZCP sold its investment in Vitalyst, receiving approximately 
$1.9 million in sale proceeds. 
 
JZHL Secondary Fund LP 
 
In December 2021, the Secondary Fund, in which the Company has a Special LP 
Interest, received a distribution of approximately $2.2 million from Peaceable. 
 
In February 2022, the Secondary Fund received a distribution of approximately 
$17.2 million from TierPoint, the result of a partial sale of the Secondary 
Fund's interest in TierPoint. 
 
In March 2022 (post-period), the Secondary Fund sold its interest in Flow 
Control Holdings LLC ("Flow Control") for consideration of approximately $77.7 
million. 
 
These three transactions conferred no immediate cash benefit to the Company, as 
the other investors in the Secondary Fund (the "Secondary Investors") have an 
entitlement to a priority return of 1.4x invested capital prior to any 
distributions being made to the Company. However, as a result of the above 
distributions made to the Secondary Investors, the balance outstanding on the 
Secondary Investors' priority return was significantly reduced from 
approximately $132.6 million to approximately $35.5 million. 
 
Once this remaining balance on the priority return has been distributed to the 
Secondary Investors, the Company is entitled to receive 95% of all subsequent 
distributions until the Company receives $67.6 million in proceeds. Thereafter, 
the Company receives 37.5% of all further distributions. 
 
In May 2022 (post-period), a portfolio company of JZHL Secondary Fund LP, the 
("Secondary Fund") 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 $165-$180 
million. Pursuant to the Secondary Fund's waterfall, in which JZCP has a 
Special LP Interest, such portfolio company sale is expected to result in JZCP 
receiving a distribution from the Secondary Fund of approximately $89-$94 
million, which would correspond to a NAV uplift to JZCP in the range of 
approximately 56-63 cents per ordinary share. 
 
Outlook 
 
We believe that JZCP's outlook has dramatically improved. Once the Company 
receives the above-mentioned distribution from the Secondary Fund (expected 
imminently), JZCP expects to have cash on hand of more than $125 
million. 
 
As detailed above, we have restructured JZCP's liabilities and believe that our 
current balance sheet is in a much stronger position than previously reported. 
In summary, the Company's key outstanding debt obligations are (i) $45.0 
million outstanding on the New Senior Facility due 26 January 2027, (ii) 
approximately £57.6 million of ZDPs due 1 October 2022 and (iii) $31.5 million 
of Subordinated Notes due 11 September 2022. Subject to compliance with its 
financial covenants, the New Senior Facility allows for the repayment of the 
ZDPs on their maturity date. 
 
We see significant value to be realized from our US and European microcap 
portfolios and will continue to selectively invest in the underlying companies 
in each portfolio, in accordance with the new investment policy, to maximize 
their values. We believe this is the most effective way for us to be able to 
return significant capital to our ordinary shareholders. We continue to pursue 
several realizations and look forward to making further announcements regarding 
potentially significant liquidity events in the near future. 
 
Thank you again for your continued support through a difficult period; we 
firmly believe that we are now on the other side. As always, we remain 
dedicated to maximizing value for our fellow shareholders. 
 
Yours faithfully, 
 
Jordan/Zalaznick Advisers, Inc. 
 
14 June 2022 
 
Investment Portfolio 
 
                                                                        28 February 2022       Percentage 
                                                                                                       of 
                                                                         Cost1         Value    Portfolio 
 
                                                                       US$'000       US$'000            % 
 
US Micro-cap portfolio 
 
US Micro-cap Fund 
 
JZHL Secondary Fund L.P.2 
 
JZHL Secondary Fund L.P. 
Invested in six companies in the US micro-cap sector: 
(See below for further information) 
 
Total JZHL Secondary Fund L.P. valuation                                40,965       117,339         26.7 
 
US Micro-cap (Vertical) 
 
Industrial Services Solutions3 
 
INDUSTRIAL SERVICES SOLUTIONS ("ISS") 
Provider of aftermarket maintenance, repair, and field services 
for critical process equipment throughout the US 
 
Total Industrial Services Solutions valuation                           48,250        95,889         21.8 
 
US Micro-cap (Co-investments) 
 
DEFLECTO                                                                45,010        42,119          9.6 
Deflecto designs, manufactures and sells innovative plastic 
products to multiple industry segments 
 
NEW                                                                      3,354        11,301          2.5 
VITALITY3 
Direct-to-consumer provider of nutritional supplements and 
personal care products 
 
ORIZON                                                                   3,899         7,000          1.6 
Manufacturer of high precision machine parts and tools for 
aerospace and defence industries 
 
Total US Micro-cap (Co-investments)                                     52,263        60,420         13.7 
 
US Micro-cap (Other) 
 
AVANTE HEALTH SOLUTIONS                                                  7,823         9,514          2.2 
Provider of new and professionally refurbished healthcare 
equipment 
 
HEALTHCARE PRODUCTS HOLDINGS                                            17,636             -            - 
Designer and manufacturer of motorised vehicles 
 
NATIONWIDE STUDIOS                                                      26,324         1,000          0.2 
Processor of digital photos for pre-schoolers 
 
Total US Micro-cap (Other)                                              51,783        10,514          2.4 
 
Total US Micro-cap portfolio                                           193,261       284,162         64.6 
 
European Micro-cap portfolio 
 
EUROMICROCAP FUND 2010, L.P.                                                 1           596          0.1 
Invested in European Micro-cap entities 
 
JZI FUND III, L.P.                                                      55,185        76,286         17.4 
At 28 February 2022, was invested in thirteen companies in the 
European micro-cap sector (see below for further information) 
 
Total European Micro-cap (measured at Fair Value)                       55,186        76,882         17.5 
 
Debt Investments 
 
DOCOUT                                                                   2,777         3,913          0.9 
Provider of digitalisation, document processing and storage 
services 
 
TORO FINANCE                                                            21,619        24,680          5.6 
Provides short term receivables finance to the suppliers of major 
Spanish companies 
 
XACOM                                                                    2,055             -            - 
Supplier of telecom products and technologies 
 
Debt Investments (classified at amortised cost)                         26,451        28,593          6.5 
 
Total European Micro-cap portfolio                                      81,637       105,475         24.0 
 
Real Estate portfolio 
 
247 BEDFORD AVENUE                                                      17,717         8,913          2.0 
Prime retail asset in northern Brooklyn, NY 
 
ESPERANTE                                                               14,158        14,684          3.3 
An iconic building on the downtown, West Palm Beach skyline 
 
JZCP REALTY                                                             39,178             -            - 
Other Properties held - no equity value 
 
Total Real Estate portfolio                                             71,053        23,597          5.3 
 
Other investments 
 
BSM ENGENHARIA                                                           6,115           459          0.1 
Brazilian-based provider of supply chain logistics, 
infrastructure services and equipment rental 
 
JZ INTERNATIONAL                                                             -           750          0.2 
Fund of European LBO investments 
 
SPRUCEVIEW CAPITAL                                                      32,355        22,324          5.0 
Asset management company focusing primarily on managing 
endowments and pension funds 
 
Total Other investments                                                 38,470        23,533          5.3 
 
Listed investments 
 
U.S. Treasury Bill - Maturity 21 April 2022                              3,395         3,394          0.8 
 
Total Listed investments                                                 3,395         3,394          0.8 
 
Total - portfolio                                                      387,816       440,161        100.0 
 
1 Original book cost incurred by JZCP adjusted for subsequent transactions. 
Other than JZHL Secondary Fund (see foot note 2), the book cost represents cash 
outflows and excludes PIK investments. 
 
2 Notional cost of the Company's interest in JZHL Secondary Fund being $40.965 
million which is calculated in accordance with IFRS, and represents the fair 
value of the Company's LP interest on recognition. 
 
3 Co-investment with Fund A, a Related Party (Note 24). 
 
JZHL Secondary Fund LP 
 
In December 2020, the Company completed the sale its of its interests in 
certain US microcap portfolio companies (the "Secondary Sale") to a secondary 
fund led by Hamilton Lane Advisors, L.L.C. ("Hamilton Lane"), one of the 
world's largest allocators and managers of private markets capital. The 
Secondary Sale was structured as a sale to a newly formed fund, JZHL Secondary 
Fund LP (the "Secondary Fund"), managed by an affiliate of JZAI. 
 
The US microcap assets (detailed below) were sold to the Secondary Fund at 
their agreed valuation. In return, the Company received cash consideration and 
a Special LP Interest in the Secondary Fund entitling the Company to certain 
distributions from the Secondary Fund. 
 
The Company's limited partner interest in the Secondary Fund's year-end 
valuation is $117.3 million and is valued by considering the valuation of the 
underlying investments and the order of returning capital to investors being: 
 
i) First, 100 per cent. will be distributed to Hamilton Lane and various 
members of the Fund's management team (the "Other Investors") pro rata in 
accordance with their respective contributions until each Other Investor has 
received distributions equal to its total aggregate contributions to the 
Secondary Fund (amounting in total to US$90 million plus any further 
contributions made thereafter, expected to be in the aggregate of up to an 
additional US$20 million); 
 
ii) Second, 100 per cent. to the Other Investors pro rata in accordance with 
their respective contributions until each other investor has realised the 
greater of a 15 per cent. net internal rate of return on its total aggregate 
contributions or an amount equal to 140 per cent. of its total aggregate 
contributions. 
 
iii) Third, 95 per cent. to the Company (in its capacity as the special limited 
partner of the Secondary Fund) and 5 per cent. to the Other Investors until the 
Company has received distributions equal to US$67.6 million; and 
 
iv)  Fourth, 62.5 per cent. to the Other Investors (pro rata in accordance with 
their respective contributions) and 37.5 per cent. to the Company. 
 
In April 2022 (post year end), JZHL realised its investment in Flow Control, 
LLC receiving proceeds of $77.7 million. The sale of Flow Control resulted in 
the Secondary Investors receiving a distribution from the Secondary Fund, 
together with other distributions so far made and received, totalling 
approximately $97.1 million for the benefit of the Secondary Investors. The 
Secondary Investors are therefore still entitled to receive further 
distributions from the Secondary Fund totalling approximately $35.5 million 
before JZCP becomes entitled to any distributions as a result of its Special LP 
Interest and in accordance with the distribution waterfall as described above. 
 
In May 2022 (post-period), a portfolio company of the Secondary Fund executed 
an agreement to sell certain of its interests, with the Secondary Fund 
expecting to receive a distribution from such portfolio company of 
approximately $165-$180 million. Pursuant to the Secondary Fund's waterfall, 
JZCP is expected to receive a distribution from the anticipated sale of 
approximately $89-$94 million resulting in an uplift in NAV. Such uplift has 
not been reflected in the Company's valuation of its Special LP Interest in the 
Secondary Fund as at 28 February 2022 (below), as the closing of this 
transaction remains subject to conditions. 
 
JZCP's valuation of Special LP interest in JZHL Secondary Fund 
 
                                                                           JZHL       JZHL 
 
                                                                          Cost1  Valuation 
 
                                                                         $'000s     $'000s 
 
ACW FLEX PACK, LLC                                                       13,955     12,750 
 
FLOW CONTROL, LLC                                                        15,115     77,723 
 
TESTING SERVICES HOLDINGS                                                23,426     49,385 
 
FELIX STORCH                                                             24,500    111,000 
 
PEACEABLE STREET CAPITAL                                                 34,321     36,541 
 
TIERPOINT                                                                29,632     29,632 
 
                                                                        140,949    317,031 
 
Less interest of Hamilton Lane and other secondary investments                   (199,692) 
 
JZCP's interest in JZHL Secondary Fund                                             117,339 
 
1The cost of the JZHL's investments represent the agreed transfer value from 
JZCP to JZHL plus additional contributions from secondary investors less 
distributions made. 
 
JZHL Secondary Fund LP includes investments in the following companies: 
 
ACW Flex Pack, LLC 
 
Flex Pack is a provider of a variety of custom flexible packaging solutions to 
converters and end-users. 
 
Further information can be found at www.flex-pack.com 
 
Felix Storch 
 
Felix Storch is a leading provider of specialty refrigeration and custom 
appliances to residential small kitchen, professional, life sciences, food 
service and hospitality markets. Felix Storch is a second generation family 
business, founded in 1969 and based in The Bronx, NY. Felix Storch's products 
now include a wide range of major appliances sold both nationally and 
internationally. 
 
Further information can be found at www.felixstorchinc.com 
 
Flow Control, LLC 
 
Flow Controls is incorporated in Delaware and is a manufacturer and distributor 
of high-performance, mission-critical flow handling products and components 
utilised to connect processing line equipment. 
 
Further information can be found at www.flowcontrolinc.com 
 
Peaceable Street Capital 
 
Peaceable is a specialty finance platform focused on making structured 
investments in small and mid-sized income producing commercial real estate. The 
company is built on a foundation of know-how, creatively structuring preferred 
equity to provide senior equity in complex situations. With extensive 
investment experience throughout the United States and Canada, Peaceable's 
underwriting and decision making process is designed to deliver creative, 
flexible and dependable solutions quickly. Peaceable focuses on a diverse 
portfolio of property types including multi-family, office, self-storage, 
industrial, retail, RV parks, mobile home parks, parking health care and 
hotels. 
 
Testing Services Holdings 
 
Testing Services is a provider of safety focused solutions for the industrial, 
environmental and life science related markets, and testing, certification and 
validation services for cleanroom, critical environments and containment 
systems. 
 
Further information can be found at www.techholdings.com 
 
Tierpoint 
 
TierPoint is incorporated in Delaware and is a leading provider of information 
technology and data centre services, including colocation, cloud computing, 
disaster recovery and managed IT services. TierPoint's hybrid IT solutions help 
clients increase business agility, drive performance and manage risk. TierPoint 
operates via a network of 43 data centres in 20 markets across the United 
States. 
 
Further information can be found at www.tierpoint.com 
 
Summary of JZCP's investment in JZI Fund III"s Investment Portfolio at 28 
February 2022 
 
                                              JZCP Cost (EURO)1        JZCP Value (EURO)1      JZCP Value (USD) 
 
                                Country                   As at                     As at                 As at 
 
                                                      28.2.2022                 28.2.2022             28.2.2022 
 
                                                         ?'000s                    ?'000s                $'000s 
 
ALIANZAS EN ACEROS 
Steel service center             Spain                    4,267                     4,619                 5,188 
 
BLUESITES 
Build-up in cell tower land    Portugal                   3,615                     5,512                 6,191 
leases 
 
COLLINGWOOD 
Niche UK motor insurer            UK                      3,015                     3,094                 3,475 
 
ERSI 
Reinforced steel                  Lux                     8,541                     1,882                 2,114 
modules 
 
FACTOR ENERGIA 
Electricity supplier             Spain                    4,028                     8,437                 9,476 
 
FINCONTINUO 
Niche consumer lender            Italy                    4,715                     6,240                 7,009 
 
GUANCHE 
Build-up of petrol stations      Spain                    4,375                     4,750                 5,335 
 
KARIUM 
Personal care consumer brands     UK                      4,321                     9,900                11,120 
 
LUXIDA 
Build-up in electricity          Spain                    3,315                     4,969                 5,581 
distribution 
 
MY LER 
Niche consumer lender           Finland                   4,863                     2,067                 2,322 
 
S.A.C 
Operational van                 Denmark                   3,497                     8,100                 9,098 
leasing 
 
TREEE 
e-waste recycling                Italy                    3,255                     9,019                10,130 
 
UFASA 
Niche consumer lender            Spain                    5,119                     6,803                 7,641 
 
 
Other net Liabilities                                                                                   (8,394) 
 
Total valuation                                                                                          76,286 
 
1Represents JZCP's 18.75% of Fund III's investment portfolio 
 
 
 
JZCP's Top Ten Investments 
 
                                                         Portfolio        Value   Percentage 
                                                                                          of 
                                                                        US$'000    Portfolio 
 
1.   INDUSTRIAL SERVICES SOLUTIONS ("ISS")          U.S. micro-cap                     21.8% 
                                                                         95,889 
 
2,   DEFLECTO                                       U.S. micro-cap                      9.6% 
                                                                         42,119 
 
3.   FELIX STORCH1                                  U.S. micro-cap                      9.3% 
                                                                         41,083 
 
4.   FLOW CONTROL1                                  U.S. micro-cap                      6.5% 
                                                                         28,767 
 
5.   TORO FINANCE                                        Euro debt                      5.6% 
                                                        investment       24,680 
 
6.   SPRUCEVIEW CAPITAL                                      Other                      5.1% 
                                                                         22,324 
 
7.   TESTING SERVICES HOLDINGS1                     U.S. micro-cap                      4.2% 
                                                                         18,278 
 
8.   ESPERANTE                                         Real estate                      3.3% 
                                                                         14,684 
 
9.   PEACEABLE STREET CAPITAL1                      U.S. micro-cap                      3.1% 
                                                                         13,524 
 
10.  KARIUM                                         Euro micro-cap                      2.5% 
                                                                         11,120 
 
     OTHER INVESTMENTS                                                                 29.0% 
                                                                        127,693 
 
                                                                                      100.0% 
                                                                        440,161 
 
 
1 JZCP value calculated net of JZHL secondary investors valuation 
 
Board of Directors 
 
David Macfarlane (Chairman) 1 
 
Mr Macfarlane was appointed to the Board of JZCP in 2008 as Chairman and a 
non-executive Director. Until 2002, he was a Senior Corporate Partner at 
Ashurst. He was a non-executive director of the Platinum Investment Trust Plc 
from 2002 until January 2007. 
 
James Jordan 
 
Mr Jordan is a private investor who was appointed to the Board of JZCP in 2008. 
He is a director of the First Eagle family of mutual funds, and of Alpha 
Andromeda Investment Trust Company, S.A. Until 30 June 2005, he was the 
managing director of Arnhold and S. Bleichroeder Advisers, LLC, a privately 
owned investment bank and asset management firm; and until 25 July 2013, he was 
a non-executive director of Leucadia National Corporation. He is an Overseer of 
the Gennadius Library of the American School of Classical Studies in Athens, 
and a Director of Pro Natura de Yucatan. 
 
Sharon Parr2 
 
Mrs Parr was appointed to the Board of JZCP in June 2018. In 2003, she 
completed a private equity backed MBO of the trust and fund administration 
division of Deloitte and Touche, called Walbrook, selling it to Barclays Wealth 
in 2007. As a Managing Director of Barclays, she ultimately became global head 
of their trust and fund administration businesses, comprising over 450 staff in 
10 countries. She stepped down from her executive roles in 2011 to focus on 
other areas and interests but has maintained directorships in several 
companies. She is a Fellow of the Institute of Chartered Accountants in England 
and Wales and a member of the Society of Trust and Estate Practitioners, and is 
a resident of Guernsey. 
 
Ashley Paxton 
 
Mr Paxton was appointed to the Board in August 2020.  He has more than 25 years 
of funds and financial services industry experience, with a demonstrable track 
record in advising closed-ended London listed boards and their audit committees 
on IPOs, capital market transactions, audit and other corporate governance 
matters.  He was previously C.I. Head of Advisory for KPMG in the Channel 
Islands, a position he held from 2008 through to his retirement from the firm 
in 2019. He is a Fellow of the Institute of Chartered Accountants in England 
and Wales and a resident of Guernsey. Amongst other appointments he is Chairman 
of the Youth Commission for Guernsey & Alderney, a locally based charity whose 
vision is that all children and young people in the Guernsey Bailiwick are 
ambitious to reach their full potential. 
 
1Chairman of the nominations committee of which 
all Directors are members. 
 
2Chairman of the audit committee of which all 
Directors are members. 
 
Report of the Directors 
 
The Directors present their annual report together with the audited financial 
statements of JZ Capital Partners ("JZCP" or the "Company") for the year ended 
28 February 2022. 
 
Principal Activities 
 
JZ Capital Partners Limited is a closed-ended investment company with limited 
liability which was incorporated in Guernsey on 14 April 2008 under the 
Companies (Guernsey) Law, 1994. The Company is subject to the Companies 
(Guernsey) Law, 2008. The Company's Capital consists of Ordinary shares and 
Zero Dividend Preference ("ZDP") shares. The Company's Convertible Unsecured 
Loan Stock ("CULS") were redeemed on 30 July 2021. The Company's Ordinary 
shares and ZDP Shares are traded on the London Stock Exchange's Specialist Fund 
Segment. 
 
The Company's debt structure consists of a Senior debt facility and 
subordinated, second lien loan notes (the "Loan notes"). 
 
The Company's Investment Policy has been to target predominantly private 
investments, seeking to back exceptional management teams to deliver on 
attractive investment propositions. In executing its strategy, the Company 
takes a long term view. 
 
The Company focused on investing in the following areas, and is now focused on 
supporting these investments: 
 
(i) small or micro-cap buyouts in the form of debt and equity and preferred 
stock in both the US and Europe; and 
 
(ii) US real estate. 
 
The Company's shareholders agreed changes to the Company's investment policy on 
12 August 2020. In line with the new investment policy, the Company will make 
no further investments except in respect of which it has existing obligations 
or to the extent that investment is required to support existing investments. 
The intention is to realise the maximum value of its investments and, after 
repayment of all debt, to return capital to shareholders 
 
Business Review 
 
The total comprehensive profit attributable to Ordinary shareholders for the 
year ended 28 February 2022 was $2,680,000 (year ended 28 February 2021: loss 
of $146,175,000). The net asset value ("NAV") of the Company at the year end 
was $332,264,000 (28 February 2021: $329,559,000) equal to $4.29 (28 February 
2021: $4.25) per Ordinary share. The losses recorded during the comparative 
year ended 28 February 2021 were predominantly attributable to valuation write 
downs in the Company's real estate portfolio. 
 
A review of the Company's activities and performance is detailed in the 
Chairman's Statement and the Investment Adviser's Report. The valuations of the 
unlisted investments are detailed in the Investment Portfolio. 
 
Principal Risks and Uncertainties 
 
The Company's Board believes the principal risks and uncertainties that relate 
to an investment in JZCP are as follows: 
 
Portfolio Liquidity 
 
The Company invests predominantly in unquoted companies and real estate. 
Therefore, this potential illiquidity means there can be no assurance 
investments will be realised at their latest valuation or on the timing of such 
realisations. The Board considers this illiquidity when planning to meet its 
future obligations, whether committed investments or the repayment of the 
Senior Debt Facility, Loan Notes and Zero Dividend Preference ("ZDP") shares. 
On a quarterly basis, the Board reviews a working capital model produced by the 
Investment Adviser which highlights the Company's projected liquidity and 
financial commitments. 
 
Investment Performance and Impact on NAV 
 
The Company is reliant on the Investment Adviser to support the Company's 
investment portfolio by executing suitable investment decisions. The Investment 
Adviser provides the Board with an explanation of all investment decisions and 
also provides quarterly investment reports and valuation proposals of investee 
companies. The Board reviews investment performance quarterly and investment 
decisions are checked to ensure they are consistent with the agreed investment 
strategy. 
 
Macroeconomic Risks and Impact on NAV 
 
The Company's performance, and underlying NAV, is influenced by economic 
factors that affect the demand for products or services supplied by investee 
companies and the valuation of Real Estate interests held. Economic factors 
will also influence the Company's ability to invest and realise investments and 
the level of realised returns. Approximately 24% (28 February 2021: 25%)  of 
the Company's investments are denominated in non-US dollar currencies, 
primarily the euro. Also, the Company's ZDP shares are denominated in sterling. 
Fluctuations to these exchange rates will affect the NAV of the Company. 
 
Uncertainties in today's world that influence economic factors include: 
 
(i) COVID-19 
 
Whilst reporting its interim results for the year ended 28 February 2022, the 
Board disclosed in its Going Concern Assessment, that the encouraging 
performance of the micro-cap portfolios in the face of unprecedented 
circumstances gave the Board confidence in the valuation of the portfolios and 
the potential for growth and future valuation uplifts. The Board has confidence 
that the micro-cap portfolios are continuing to perform robustly but is mindful 
that market conditions mean that realisations may be delayed or become more 
difficult. 
 
(ii) War in Ukraine 
 
The Board has been shocked to witness the devastating events unfold since 
Russia's unprovoked invasion of Ukraine and strongly condemn the actions of the 
Russian government. 
 
JZCP's investments are focused in the U.S. and Western Europe as such the 
portfolio has no direct exposure to the affected regions. However, certain 
portfolio companies have exposure to the rising energy costs resulting from the 
conflict. The Board continue to receive reports from the Investment Adviser on 
the impact of these increased costs. To the best of its knowledge, the Board is 
not aware that the Company, has had Russian investors, either today or 
historically. 
 
(iii) Global Warming 
 
The Board considers the impact of climate change on the firm's business 
strategy and risk profile and, where appropriate will make timely climate 
change related disclosures. Regular updates, given by the Investment Advisor, 
on portfolio companies and properties will include potential risk factors 
pertaining to climate change and how/if able these risks are to be mitigated. 
 
The Board also has regard to the impact of the company's operations on the 
environment and other stakeholders. There are expectations that portfolio 
companies operate is a manner that contributes to sustainability by considering 
the social, environmental, and economic impacts of doing business. The Board 
request the Investment Adviser report on any circumstances where expected 
standards are not met. 
 
Share Price Trading at Discount to NAV 
 
JZCP's share price is subject to market sentiment and will also reflect any 
periods of illiquidity when it may be difficult for shareholders to realise 
shares without having a negative impact on share price. The Directors review 
the share price in relation to Net Asset Value on a regular basis and determine 
whether to take any action to manage the discount. The Directors, with the 
support of the Investment Adviser, work with brokers to maintain interest in 
the Company's shares through market contact and research reports. 
 
Operational and Personnel 
 
Although the Company has no direct employees, the Company considers what 
dependence there is on key individuals within the Investment Adviser and 
service providers that are key to the Company meeting its operational and 
control requirements. 
 
The Board considers the principal risks and uncertainties above are broadly 
consistent with those reported at the prior year end, but wishes to note the 
following: 
 
.           The Board recognises the Company will have an increased exposure to 
liquidity risk as future debt obligations near maturity; 
 
.           Gearing and the finance costs within the real estate portfolio have 
become less of a future risk to the Company as the current valuation of $23.6 
million (28 February 2021: $23.4 million) now reflects the majority of write 
downs that could be generated by the gearing structure and costs incurred; and 
 
.           The effect of the war in Ukraine on market conditions means that 
there are challenges to completing corporate transactions within the European 
micro-cap portfolio and planned realisations may be delayed. The Board deem the 
risks posed by COVID-19 to the Company's investment portfolio, in terms of 
valuation and ability to complete realisations are lessening as economies learn 
to live and adapt to the virus. 
 
Going Concern 
 
A fundamental principle of the preparation of financial statements in 
accordance with IFRS is the judgement that an entity will continue in existence 
as a going concern for a period of at least 12 months from signing of the 
financial statements, which contemplates continuity of operations and the 
realisation of assets and settlement of liabilities occurring in the ordinary 
course of business. 
 
Due to the uncertainty that the Company will not have sufficient liquidity to 
repay its Loan notes (due 11 September 2022) and redeem its ZDP shares (due 1 
October 2022), there is a material uncertainty which casts significant doubt on 
the ability of the Company to continue as a going concern. However, the 
Financial Statements for the year ended 28 February 2022 have been prepared on 
a going concern basis given the Board's assessment of future realisations and 
likelihood that, should it be necessary, agreement would be able to be reached 
with debt providers which would allow the timely repayment of its obligations, 
including the redemption of its ZDP shares. The Board, with recommendation from 
the Audit Committee, has a reasonable expectation that the Company has adequate 
resources to continue in operational existence for the foreseeable future. 
 
In reaching its conclusion, the Board has considered the risks that could 
impact the Company's liquidity over the period from 14 June 2022 to 30 June 
2023 (the "going concern period") being approximately 12 months from the 
signing of the Financial Statements. 
 
As part of their assessment the Audit Committee highlighted the following key 
consideration: 
 
Whether the Company can generate sufficient cash through realisations of its 
underlying investments to discharge its liabilities over the period to 30 June 
2023 or failing to do so can agree terms with its debt providers to repay its 
obligations, including the redemption of its ZDP shares, over an extended 
timeframe. 
 
In summary, the Company's key outstanding debt obligations during the going 
concern period are: 
 
(i)         $31.5 million of Subordinated Notes due 11 September 2022; and 
 
(ii)        Approximately $77.3 million of ZDP shares due 1 October 2022, being 
£57.6 million translated at the year end exchange rate. 
 
The Company needs to generate realisation proceeds of approximately $90 million 
during the going concern period of which $70 million is required before 1 
October 2022 to enable the settlement of the debt obligations on their due 
date. 
 
Key financing activities during the year: 
 
On 30 July 2021, the Company redeemed its CULS totalling £38.9 million ($54 
million) on their maturity and entered into a note purchase agreement with  the 
founders and principals of the Company's investment adviser, for the Company to 
issue subordinated, second lien loan notes (the "Loan Notes") of additional 
financing totalling $31.5 million. 
 
On 26 January 2022, the Company entered into an agreement with a New Senior 
Lender replacing the Company's previous senior debt facility. The key 
highlights of the new facility are as follows: 
 
            .Extended maturity date on five year term (26 January 2027 
previously 12 June 2022); 
 
            .Lower interest rate reducing future finance costs; 
 
.Allowance for the repayment of the Loan notes and ZDP shares assuming the 
required asset coverage is maintained; and 
 
  .Ability to draw down a further $25 million from time to time in its 
discretion, provided certain conditions are met, in the 24 month period 
following the closing date. 
 
Update on material liabilities due for settlement: 
 
The below table shows the Company's net debt position at the year end and the 
previous two year ends: 
 
                                                        28.2.2022   28.2.2021  29.2.2020 
 
                                                            $'000       $'000      $'000 
 
Senior Debt Facility - extended maturity date 26           42,573      68,694    150,362 
January 2027 
 
ZDP shares - maturity date 1 October 20221                 77,281      80,527     73,569 
 
Loan notes - maturity date 11 September 2022               32,293         -          - 
 
CULS (£38.9 million) - maturity date 30 July                  -        54,332     49,637 
2021 
 
                                                          152,147     203,553    273,568 
 
Cash and cash equivalents held                             47,050      63,178     56,298 
 
Net debt position                                         105,097     140,375    217,270 
 
1Forecast ZDP maturity Dollar amount is the total redemption amount of £57.6 
million translated using the 28.2.2022 year end rate being £1/$1.34175. 
 
Realisations 
 
The Company's ability to repay the above debt obligations remains dependent 
upon the Company achieving sufficient realisations of its assets within the 
relevant timeframes. During the year ended 28 February 2022, the Company had 
realisations of investments totalling $65.8 million (2021: $139.5 million and 
2020: $148.2 million). 
 
Realisations and refinancings during the last three fiscal years are as 
follows: 
 
                      Year End                       Year End                        Year End 
 
                      28.2.2022                      28.2.2021                       29.2.2020 
 
                      $ million                      $ million                       $ million 
 
Salter Labs      U.S.      41.1  Secondary      U.S.      87.7  Avante          U.S.      37.5 
                                 Sale 
 
George           U.S.       9.5  Real estate              13.6  Orizon          U.S.      28.0 
Industries 
 
Orangewood Fund  U.S.       6.2  ABTA           U.S.       9.4  Waterline       U.S.      23.3 
                                                                Renewal 
 
Igloo            U.S.       3.8  Eliantus       Euro       9.4  Priority        U.S.      18.5 
                                                                Express 
 
Vitalyst         U.S.       1.9  K2 Towers II   Euro       9.2  Felix Storch    U.S.      14.0 
 
EMC 2010         Euro       2.2  Other          U.S.       9.0  Other           U.S.       8.7 
 
Fund III         Euro       1.1  Cerpi         Other       1.2  Fund III        Euro      13.6 
 
                                                                Real estate                4.6 
 
                           65.8                          139.5                           148.2 
 
Considering the Company's projected cash position, including the Company's 
ongoing operating costs and the anticipated further investment required to 
support the Company's portfolio, the Board anticipates further proceeds of 
approximately $90 million are required from the realisation of investments 
during the going concern period, to enable the Company to settle its debts as 
they fall due. Of this amount approximately $70 million is required before 1 
October 2022 to enable settlement of the ZDP shares. The required amounts from 
realisations assumes the drawdown of the further $25 million available under 
the terms of the senior debt facility. 
 
The Company's Investment Adviser, JZAI, is currently pursuing various 
opportunities to realise value, and these forecast realisations include several 
anticipated sales of micro-cap companies. 
 
The Board continues to consider the levels of realisation proceeds historically 
generated by the Company's micro-cap portfolios as well as the accuracy of 
previous forecasts whilst concluding on the predicted accuracy of forecasts 
presented. 
 
The Board recognises that, the raising of the required total realisation amount 
is a considerable task but remains confident in the value of its underlying 
micro-cap investments. This is supported by the completed post year end 
realisation, above NAV, of Flow Control LLC (JZHL Secondary Fund's portfolio 
company) and the agreement of a further sale of a portfolio company of the 
Secondary Fund as announced on 23 May 2022. This sale, is anticipated to result 
in the receipt of approximately $89-$94 million from the Secondary Fund. 
However, the Board notes that the completion of the sale remains subject to 
certain conditions, and at the time of signing there can be no assurance that 
these conditions will be satisfied and accordingly, that completion of the sale 
and subsequent distribution will occur. 
 
Other than the realisation of Flow Control LLC, which did not result in a cash 
distribution to JZCP from the Secondary Fund, there were no further completed 
realisations post year end to the date of this report. 
 
The restructuring of the Company's debt structure during the year affords the 
Company time to realise its remaining investments within a timeframe that will 
help maximise the portfolio's value. Should sufficient realisations proceeds 
not be raised, within the going concern period to meet the Company's debt 
liabilities, the Board is confident the Company can work with its lenders to 
ensure alternative financing plans are in place to extend the timeframe over 
which its debt obligations are repaid. 
 
Going Concern Conclusion 
 
After careful consideration and based on the reasons outlined above, the Board 
is satisfied, as at the date of the signing of the Annual Report and Financial 
Statements, that it is appropriate to adopt the going concern basis in 
preparing the financial statements and it has a reasonable expectation that the 
Company will continue in existence as a going concern for the period ending 30 
June 2023. 
 
However, the Board has concluded that the following consideration creates a 
material uncertainty which casts significant doubt over the ability of the 
Company to continue as a Going Concern, being: 
 
Whether the Company can generate sufficient cash through realisations of its 
underlying investments to discharge its liabilities over the period to 30 June 
2023 or failing to do so can agree terms with its debt providers to repay its 
obligations, including the redemption of its ZDP shares, over an extended 
timeframe. 
 
The Financial Statements do not include any adjustments that might result from 
the outcome of this uncertainty. 
 
Viability Statement 
 
In accordance with the UK Corporate Governance Code (the "UK Code"), the Board 
has assessed the expectations that the Company will be able to continue in 
operation and meet ongoing debt obligations. In order to make the assessment, 
as noted above, the Board has carried out a robust review of the principal 
risks and uncertainties, to which the Company is exposed and that potentially 
threaten future performance and liquidity and has assessed the Company's 
current position and prospects as detailed in the Chairman's Statement and 
Investment Adviser's Report. The period covered by the viability statement is 
the next three financial years to 28 February 2025. 
 
As set out in the going concern statement, the viability of the Company is 
dependent on actions that are being and will be taken over the course of the 
going concern period ended 30 June 2023. However, there is a material 
uncertainty which casts significant doubt over the ability of the Company to 
continue as a going concern and its longer-term viability, being: 
 
Whether the Company can generate sufficient cash through realisations of its 
underlying investments to discharge its liabilities over the period to 30 June 
2023 or failing to do so can agree terms with its debt providers to repay its 
obligations, including the redemption of its ZDP shares, over an extended 
timeframe. 
 
The Board has continued to use the period of three years to assess viability 
that has been used historically. This period is considered appropriate as the 
actions will be directed at achieving liquidity from sales of investments at a 
level that will reasonably ensure the longer-term viability of the operations 
of the Company. It is also considered the three year period is consistent with 
the Company's investment policy to make no further investments except in 
respect of which it has existing obligations and to continue selectively to 
support the existing portfolio. The Board will continue to review the period of 
assessment on an annual basis and may in future adjust if considered 
appropriate. 
 
In reaching its conclusion on the Company's viability, the Directors have 
considered the following: 
 
(i) Stability in Company's Net Asset Value 
 
During the February 2022 fiscal year, the Company's investment portfolio 
contributed to NAV growth this follows two fiscal years of material valuation 
losses. The Board has confidence in the valuation of the Company's micro-cap 
portfolios, which is backed up by historic realisations and current 
performance. 
 
In order to stabilise the Company's balance sheet, the Board is focused on 
repaying debt. Investment is being curtailed to commitments and what is 
necessary to maximise the value of the existing portfolio. No repayment of 
capital will be made to shareholders until debt obligations have been met. 
 
(ii) New senior debt facility terms 
 
During the year, the Company successfully restructured its senior debt 
facility. The new facility has greatly improved terms being; 
 
.           Extended maturity date (January 2027); 
 
.           Lower interest rate reducing future finance costs; 
 
.           New facility allows for the repayment of the Loan Notes and ZDP 
shares assuming the required asset coverage is maintained; and 
 
.           The Company can draw down a further $25 million from time to time 
in its discretion in the 24 month period following the closing date. 
 
(iii) Financing obligations 
 
Loan notes - Maturity date 11 September 2022 
 
During the year ended 28 February 2022, the Company entered into a note 
purchase agreement with David W. Zalaznick and John (Jay) Jordan II, the 
founders and principals of the Company's Investment Adviser, Jordan/Zalaznick 
Advisers, Inc., pursuant to which they purchased directly or through their 
affiliates, Loan notes in the amount of $31.5 million, with an interest rate of 
6 per cent. per annum and maturing on 11 September 2022. It is expected the 
Loan notes will be repaid from the proceeds of realisations and/or refinancing 
of investments. 
 
Zero Dividend Preference (2022) shares - Maturity date 1 October 2022 
 
JZCP is due to redeem £57.6 million (approximately $77.3 million at year end 
exchange rate) of ZDP shares on 1 October 2022, again it is expected the 
redemption of the ZDPs will be met from the proceeds of realisations and/or 
refinancing of investments. 
 
Senior debt facility 
 
The new senior debt facility has a maturity date of January 2027, the balance 
outstanding at 28 February 2022 was approximately $42.6 million. It is expected 
the extended debt facility will be repaid from the proceeds of realisations and 
/or refinancing of investments. 
 
Commitments 
 
At 28 February 2022, JZCP had financial commitments of $16.2 million (28 
February 2021: $31.9 million) outstanding in relation to fund investments. 
 
Convertible Unsecured Loan Stock  - Matured date 30 July 2021 
 
On 30 July 2021, JZCP successfully redeemed 3,884,279 £10 CULS. 
 
(iv) Investment performance and portfolio liquidity 
 
The Board reviews, on a quarterly basis, the valuation and prospects of all 
underlying investee companies. The performance of JZCP's real estate portfolio 
has limited the potential to realise liquidity from this portfolio and 
therefore increased the risk to both liquidity and therefore viability. 
However, the Board is satisfied in large with the performance of the JZCP's 
micro-cap portfolios and believe there will be suitable realisation 
opportunities and proceeds in order for the Company to meet its debt and other 
obligations. JZCP's micro-cap portfolio has averaged annual realisations of 
$121 million over the five years ending 28 February 2022. JZAI is currently 
pursuing various opportunities to realise value, the Board has concluded that 
there is a reasonable expectation that forecast realisations will be completed. 
 
(v) Loan covenants 
 
A covenant on the senior debt facility states the fair value of collateral must 
be 4x the loan value (which equates to approximately $170.3 million at the year 
end) and the Company is also required to hold a minimum cash balance of $12.5 
million. At 28 February 2022, investments and cash valued at $471.09 million 
were held as collateral on the senior debt facility. The collateral value used 
in the asset coverage ratio of $351.9 million is after adjustments to the 
collateral value including a ceiling value on any one investment. The Board are 
confident the loan covenants will not be breached. 
 
(vi) Mitigation of other risks as outlined in the Principal Risks and 
Uncertainties. 
 
Viability Conclusion 
 
In concluding on the viability of the Company, the Board has concluded that 
there is a reasonable expectation that the Company will be able to continue in 
operation and meet its liabilities as they fall due over the three year period 
ended 28 February 2025, being the period of the assessment. The Board considers 
the going concern assumptions, material uncertainties and conclusion set out 
above to be relevant. 
 
Dividends 
 
No dividends were paid or proposed for the years ended 28 February 2022 and 28 
February 2021. 
 
Ongoing Charges 
 
Ongoing charges for the years ended 28 February 2022 and 28 February 2021 have 
been prepared consistently with the methodology used in the previous year. The 
ongoing charges ratio represents annualised recurring operational expenses as a 
percentage of the average net asset value. The Ongoing charges for the year 
ended 28 February 2022 were 3.31% (28 February 2021: 3.52%). 
 
Directors 
 
The Directors listed below, who served on the Board during the year and are all 
deemed independent and non-executive,  were in office at the end of the year 
and subsequent to the date of this report. The biographical details of the 
Directors are shown above. 
 
David Macfarlane (Chairman) 
 
James Jordan 
 
Sharon Parr 
 
Ashley Paxton 
 
Substantial Shareholders 
 
As at 14 June 2022, the Company has been notified in accordance with the 
Disclosure Guidance and Transparency Rules of the following interests of 5% or 
more of the total Ordinary share capital of the Company. The number and 
percentage of Ordinary shares relate to the number informed by shareholders on 
the relevant notification rather than the current share register. The number 
and percentage of Ordinary shares set out below for each substantial 
shareholder will therefore not take account of any Ordinary shares bought or 
sold by them or the effect of any share buy backs undertaken by the Company on 
their shareholdings, in each case, not so notified as required by, or in 
accordance with, the Disclosure Guidance and Transparency Rules. For the 
avoidance of doubt, the number and percentage of Ordinary shares set out below 
should not therefore be used for the purposes determining if the Company is or 
is to become a controlled foreign corporation within the meaning of The United 
States Internal Revenue Code of 1986, as amended (further information on the 
Company's controlled foreign corporation status can be found in US Tax Matters 
under the section Useful Information for Shareholders). Shareholders and 
prospective shareholders must consult their own tax advisers concerning US tax 
laws. 
 
                                                                  Ordinary  % of Ordinary 
 
                                                                    shares         shares 
 
Edgewater Growth Capital                                        18,335,944          23.7% 
Partners L.P. 
 
David W. Zalaznick                                              10,550,294          13.6% 
 
John W. Jordan II & Affiliates                                  10,550,294          13.6% 
 
Jefferies Financial Group                                        8,021,552          10.4% 
 
Abrams Capital Management L.P.                                   7,744,366          10.0% 
 
Arnhold, LLC                                                     4,573,007           5.9% 
 
Finepoint Capital L.P.                                           4,413,067           5.7% 
 
The percentage of Ordinary shares shown above represents the ownership of 
voting rights at the date of this report, before weighting for votes on 
Directors. 
 
It is the responsibility of the shareholders to notify the Company of any 
change to their shareholdings when it reaches 5% of shares in issue and any 
subsequent change when the shareholding increases or decreases by a further 5% 
(up to 30% of shares in issue i.e. 10%, 15%, 20%, 25% and 30%) and thereafter 
50% and 75%. 
 
Share Capital, Purchase of Own Shares and Convertible Unsecured Loan Stock 
"CULS" 
 
The beneficial interests of the Directors in the Ordinary shares of the Company 
are shown below: 
 
                                          Number of  Purchased          Sold     Number of 
                                           Ordinary    in year       in year      Ordinary 
                                        shares at 1                           shares at 28 
                                         March 2021                               February 
                                                                                      2022 
 
David Macfarlane                             71,550          -             -        71,550 
 
James Jordan                                 39,124          -             -        39,124 
 
Sharon Parr                                       -     10,000             -        10,000 
 
Ashley Paxton                                     -     12,250             -        12,250 
 
                                            110,674     22,250             -       132,924 
 
The beneficial interests of the Directors in the ZDP shares of the Company are 
shown below: 
 
                                          Number of  Purchased          Sold     Number of 
                                         ZDP shares    in year       in year    ZDP shares 
                                         at 1 March                                     at 
                                               2021                            28 February 
                                                                                      2022 
 
David Macfarlane                                  -          -             -             - 
 
James Jordan                                      -          -             -             - 
 
Sharon Parr                                       -          -             -             - 
 
Ashley Paxton                                     -      4,250             -         4,250 
 
                                                         4,250             -         4,250 
 
David Macfarlane held 734 CULS which were redeemed on 30 July 2021. No 
Directors hold Loan notes issued on 30 July 2021. There have been no changes in 
the Directors' interests of any share class between 28 February 2022 and the 
date of this report. 
 
Details of the ZDP shares and the Ordinary shares can be found in Notes 15 and 
19. Details of the CULS can be found in Note 17. 
 
Annual General Meeting 
 
The Company's Annual General Meeting is due to be held on 3 August 2022. 
 
Engaging with Stakeholders 
 
In line with best practice, the Board is required to ensure effective 
engagement with, and participation from, its shareholders and stakeholders. The 
Board should also understand the views of the Company's key stakeholders and 
describe in the annual report how their interests and the matters set out in 
Section 172 of the Companies Act 2006 have been considered in board discussions 
and decision-making. 
 
The Board identifies its key stakeholders as the following: 
 
.           Shareholders and prospective investors; 
 
.           JZAI, the Investment Adviser of its portfolio investments and other 
service providers. 
 
The Company has no employees. 
 
Engaging with Shareholders 
 
The Board believes that the maintenance of good relations with both 
institutional and retail shareholders is important for the prospects of the 
Company. It therefore seeks active engagement with investors, bearing in mind 
the duties regarding equal treatment of shareholders and the dissemination of 
inside information. The Board receives feedback on shareholder views from its 
Corporate Broker and Investment Adviser, and is circulated with Broker reports 
on the Company. 
 
The Board considers that the Annual General Meeting, a meeting for all 
shareholders, is the key point in the year when the Board of Directors accounts 
to all shareholders for the performance of the Company. In usual circumstances 
the Directors encourage all shareholders to attend where Directors will be 
present and available to engage with shareholders. In light of the COVID-19 
pandemic, the Company will continue to closely monitor the situation in the 
lead up to the Annual General Meeting and will make any further updates as 
required about the Meeting on its website at www.jzcp.com. 
 
The Board believes that the Company policy of reporting to shareholders as soon 
as possible after the Company's year end and the holding of the Annual General 
Meeting at the earliest opportunity is valuable. 
 
The Company, provides an Interim Report and Accounts in accordance with IAS 34 
and will aim to issue monthly NAV announcements within 21 day of the month end, 
these announcements will be posted on JZCP's website at the same time, or soon 
thereafter. 
 
Engaging with Service Providers 
 
In usual 'non-COVID-19' circumstances, the Board visits the Investment Adviser 
at least annually for a comprehensive review of the portfolio, its valuation 
methodology and general strategy. The Board is also in regular communication 
with the Investment Adviser to discuss the Company's strategy as well as being 
kept up to date with portfolio matters. 
 
A Management Engagement Committee, was established in 2018, to review the 
performance and contractual arrangements of the Company's service providers. 
The Board looks to engage with service providers and encourage communication of 
any concerns of matters arising and deal with them appropriately. 
 
Statement of Directors' Responsibilities 
 
The Directors are responsible for preparing the Annual Report and Financial 
Statements in accordance with applicable laws and regulations. Guernsey Company 
Law requires the Directors to prepare financial statements for each financial 
year which give a true and fair view of the state of affairs of the Company as 
at the end of the financial year and of the profit or loss for that year. 
 
In preparing Financial Statements the Directors are required to: 
 
.           select suitable accounting policies and apply them consistently; 
 
.           make judgements and estimates that are reasonable and prudent; 
 
.           state whether applicable accounting standards have been followed, 
subject to any material departures disclosed and explained in the Financial 
Statements; 
 
.           prepare the Financial Statements on the going concern basis unless 
it is inappropriate to presume that the Company will continue in business; 
 
.           confirm that there is no relevant audit information of which the 
Company's Auditor is unaware; and 
 
.           confirm that they have taken all reasonable steps which they ought 
to have taken as Directors to make themselves aware of any relevant audit 
information and to establish that the Company's Auditor is aware of that 
information. 
 
The Directors are responsible for keeping proper accounting records which 
disclose with reasonable accuracy at any time the financial position of the 
Company and to enable them to ensure that the Financial Statements have been 
properly prepared in accordance with the Companies (Guernsey) Law, 2008 and 
International Financial Reporting Standards as adopted by the European Union 
("IFRS"). They are also responsible for safeguarding the assets of the Company 
and hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities. 
 
The Directors confirm that they have complied with these requirements in 
preparing the Financial Statements. 
 
Responsibility Statement of the Directors in respect of the Financial 
Statements 
 
The Directors confirm that to the best of their knowledge: 
 
.           the Financial Statements have been prepared in accordance with IFRS 
and give a true and fair view of the assets, liabilities and financial 
position, and profit or loss of the Company; 
 
.           the Annual Report includes a fair review of the development and 
performance of the business and position of the Company together with the 
description of the principal risks and uncertainties that the Company faces, as 
required by the Disclosure Guidance and Transparency Rules of the UK Listing 
Authority; and 
 
.           the Directors confirm that the Annual Report and Financial 
Statements, taken as a whole, is fair, balanced and understandable and provides 
the information necessary for Shareholders to assess the Company's performance 
and strategy. 
 
Directors' Statement 
 
So far as each of the Directors is aware, there is no relevant audit 
information of which the Company's auditor is unaware, and each Director has 
taken all the steps they ought to have taken as a Director to make themselves 
aware of any relevant audit information and to establish that the Company's 
auditor is aware of that information. 
 
Approved by the Board of Directors and signed on behalf of the Board on 14 June 
2022. 
 
David Macfarlane 
 
Chairman 
 
Sharon Parr 
 
Director 
 
Corporate Governance 
 
Introduction 
 
As a Guernsey incorporated company with a UK listing, JZCP's governance 
policies and procedures are based on the principles of the UK Corporate 
Governance Code (the "UK Code") as required under the Disclosure Guidance and 
Transparency Rules. The UK Code is available on the Financial Reporting 
Council's website, www.frc.org.uk. The Company is subject to the GFSC Code, 
which applies to all companies registered as collective investment schemes in 
Guernsey. The GFSC has also confirmed that companies that report against the UK 
Code are deemed to meet the GFSC Code. In prior years the Company reported 
against the AIC Code of Corporate Governance (the "AIC Code"), which addresses 
all the principles set out in the UK Code, as well as setting out additional 
principles and recommendations on issues that are of specific relevance to 
investment companies. The Company resigned its membership from the AIC in 2020. 
 
Throughout the accounting period the Company has complied with the 
recommendations of the UK Code and thus the relevant provisions of the UK 
Corporate Governance Code, except as set out below. 
 
- the tenure of the Chairman. 
 
- the Chairman serving as a member of the Audit Committee. 
 
The Board considers the following UK Code provisions are not relevant to the 
position of JZ Capital Partners Limited, being an externally managed investment 
company. The Company has therefore not reported further in respect of these 
provisions. 
 
- the role of the chief executive; 
 
- executive directors remuneration; and 
 
- appointment of a senior independent director. 
 
There have been no other instances of non-compliance, other than those noted 
above. 
 
Guernsey Code of Corporate Governance 
 
The Guernsey Financial Services Commission's (the "GFSC") "Finance Sector Code 
of Corporate Governance" (the "Guernsey Code") came into effect on 1 January 
2012  and was subsequently amended on 18 February 2016. The introduction to the 
Guernsey Code states that companies which report against the UK Corporate 
Governance Code or the AIC's Code of Corporate Governance are deemed to meet 
the Guernsey Code. 
 
The Board 
 
Corporate Governance of JZCP is monitored by the Board which at the end of the 
year comprised four Directors, all of whom are non-executive. Biographical 
details of the Board members at the date of signing these Financial Statements 
are shown on in 'Board of Directors' and their interests in the shares of JZCP 
are shown in the Report of the Directors. The Directors' biographies highlight 
their wide range of relevant financial and sector experience. 
 
Directors' Independence 
 
The Board continually considers the independence of the Directors, including in 
light of the circumstances which are set out in the UK Code as likely to impair 
a director's independence. 
 
There are no circumstances that exist, including those under the UK Code, which 
the Board considers likely to impair the independence of any of the Directors. 
 
Two Board members (David Macfarlane and James Jordan) have, however, served on 
the Board for a period of longer than nine years which is one of those 
circumstances set out in the UK Code. The conclusion the Board has reached is 
that despite having served on the Board for more than nine years, this has not 
impacted the independence of such Directors. However, the Board will continue 
to assess on an annual basis how length of service could impair judgement and 
decision making both on the basis of an individual Director and the Board as a 
whole. 
 
Previously, each Director having served longer than nine years was subject to 
annual re-election and each Director having served less than nine years was 
subject to re-election  at the third annual general meeting after appointment 
or (as the case may be) the general meeting at which he or she was last 
appointed. In line with best practice, all Directors are now subject to annual 
re-election 
 
Further details on the Board's processes and criteria for the appointment of 
directors can be found under the section of this Annual Report detailing the 
work of the Nomination Committee. 
 
Succession Planning 
 
The Board acknowledges that the Board and its Committees should have a 
combination of skills, experience and knowledge and that membership should be 
regularly refreshed. The Board annually evaluates its composition, diversity 
and how effectively each member contributes and how they work together to 
achieve objectives.  Further details on the evaluation of the Board and its 
Committees can be found below in this section of the Annual Report. 
 
Chairman Tenure 
 
The UK Code, states the Chairman should not remain in post beyond nine years 
from the date of their first appointment to the Board. However, to facilitate 
effective succession planning and the development of a diverse board, this 
period can be extended for a limited time. 
 
The Board's policy on the Chairman's tenure is that  continuity and experience 
are considered to add significantly to the strength of the Board and as such 
these attributes need to be weighed against any advantages that a new 
appointment may bring. Therefore, no limit on the overall length of service of 
the Chairman is imposed. 
 
 The Chairman has served on the Board since the Company's inception (April 
2008) and the Board therefore acknowledges that succession to the role needs to 
be anticipated in line with effective succession planning. A substantial 
refreshment of the board was planned to take place in 2021, including the 
appointment of a new Chairman. However, in the light of the events which saw a 
material decline in the Company's Net Asset Value, it was decided the Chairman 
would continue to oversee the stabilisation of the Company and implementation 
of the new investment policy. The Chairman will therefore continue to seek 
re-election to the Board annually. 
 
Proceedings of the Board 
 
The Board has overall responsibility for the Company's activities and the 
determination of its investment policy and strategy. The Company has entered 
into an investment advisory and management agreement with its Investment 
Adviser, JZAI, pursuant to which, subject to the overall supervision of the 
Directors, the Investment Adviser acts as the investment manager to the Company 
and manages the investment and reinvestment of the assets of the Company in 
pursuit of the investment objective of the Company and in accordance with the 
investment policies and investment guidelines from time to time of the Company 
and any investment limits and restrictions notified by the Directors (following 
consultation with the Investment Adviser). Within its strategic 
responsibilities, the Board regularly considers corporate strategy as well as 
dividend policy, the policy on share buy backs and corporate governance 
issues. 
 
The Directors meet at least quarterly to direct and supervise the Company's 
affairs. This includes reviewing the investment strategy, risk profile, gearing 
strategy and performance of the Company and the performance of the Company's 
functionaries, and monitoring compliance with the Company's objectives. 
 
In usual circumstances, the Directors visit the Investment Adviser at least 
annually for a comprehensive review of the portfolio, its valuation methodology 
and general strategy. The Directors deem it appropriate to review the 
valuations of the investment portfolio on a quarterly basis. The schedule of 
Board and Committee meetings is shown in this statement. 
 
Continuing terms of Investment Adviser agreement 
 
In the opinion of the Directors, the continuing appointment of the Investment 
Adviser on the terms agreed continues to be in the interests of Shareholders. 
In reaching its conclusion the Board considers the Investment Adviser's 
performance, expertise and ability in effectively assisting the management of 
portfolio companies. 
 
Supply of information 
 
The Chairman ensures that all Directors are properly briefed on issues arising 
at, and when necessary in advance of, Board meetings. The Company's advisers 
provide the Board with appropriate and timely information in order that the 
Board may reach proper decisions. Directors can, if necessary, obtain 
independent professional advice at the Company's expense. 
 
Directors' training 
 
The Board is provided with information concerning changes to the regulatory or 
statutory regimes as they may affect the Company, and the Directors are offered 
the opportunity to attend courses or seminars on such changes, or other 
relevant matters. An induction programme is available for any new Director 
appointments. The induction programme offers training about the Company, its 
managers, their legal responsibilities and investment company industry matters. 
 
Chairman and Senior Independent Director 
 
The Chairman is a non-executive Director, together with the rest of the Board. 
There is no executive Director position within the Company. Day-to-day 
management of the Company's affairs has been delegated to third party service 
providers. Currently there is no appointment of a Senior Independent Director. 
 
Board diversity 
 
The Board has also given careful consideration to the recommendations of the 
Davies Review and the findings of the Hampton-Alexander Review on the evolving 
gender diversity debate. The Board continues to review its composition in terms 
of diversity, appropriate range of skills and experience and the Board is 
committed to ensuring that diversity is considered when appointments to the 
Board are under consideration - as indeed has always been its practice. 
 
The Board's evaluation 
 
The Board, Audit Committee, and Nomination Committee undertake an evaluation of 
their own performance and that of individual Directors on an annual basis. In 
order to review their effectiveness, the Board and its Committees carry out a 
process of formal self-appraisal. The Board and Committees consider how they 
function as a whole and also review the individual performance of its members. 
This process is conducted by the Chairman reviewing each member's performance, 
contribution and their commitment to the Company. The Board, as a whole, 
reviews the performance of the Chairman. Each Board member is also required to 
submit details of training they have undertaken on an annual basis. Currently, 
no third party evaluation of the Directors effectiveness is undertaken. The 
results of the evaluation process concluded the Board was functioning 
effectively and the Board and its committees provided a suitable mix of skills 
and experience. 
 
Board Committees 
 
In accordance with the UK Code, the Board has established an Audit Committee 
and a Nomination Committee, in each case with formally delegated duties and 
responsibilities within written terms of reference. The identity of each of the 
Chairmen of the committees referred to below is reviewed on an annual basis. 
The Board, consisting of all non-executive Directors, has decided that the 
entire Board should fulfil the role of the Audit and Nomination Committees. The 
terms of reference of the committees are kept under review and can be viewed on 
the Company's website www.jzcp.com. 
 
Nomination Committee 
 
In accordance with the Code, the Company has established a Nomination 
Committee. The Nomination Committee leads the process for all board 
appointments, oversees the development of and reports on, amongst other things, 
its approach to a diverse pipeline for succession. 
 
The Nomination Committee takes into consideration the Code's rules on 
independence of the Board in relation to the Company, its senior management and 
major shareholders. The Nomination Committee is chaired by David Macfarlane, 
and each of the other Directors is also a member. The members of the committee 
are independent of the Investment Adviser. The Nomination Committee has 
responsibility for considering the size, structure and composition of the 
Board, retirements and appointments of additional and replacement Directors and 
making appropriate recommendations to the Board. 
 
Due to the nature of the Company being a listed investment company investing in 
private equity with an international shareholder base, the Company needs 
Directors with a broad range of financial experience. For this reason, 
Directors use external consultants as well as using their own contacts to 
identify suitable candidates. 
 
The final decision with regard to appointments always rests with the Board and 
all such appointments are subject to confirmation by shareholders. 
 
Audit Committee 
 
The Audit Committee is chaired by Sharon Parr and all other Directors are 
members. Contrary to the recommendations of the UK Code, the Board consider it 
is appropriate for the Company's Chairman to serve as a member of the Audit 
Committee due to his considered independence and the skills/experience 
contributed. The Board also notes the AIC Code, previously followed by the 
Company, permits a chairman to be a member of an audit committee if independent 
on appointment.  Members of the Committee are independent of the Company's 
external auditors and the Investment Adviser. All members have the necessary 
financial and sector experience to contribute effectively to the Committee. The 
Audit Committee meets at least twice a year and meets the external auditors at 
least twice a year. The Audit Committee is responsible for overseeing the 
Company's relationship with the external auditors, including making 
recommendations to the Board on the appointment of the external auditors and 
their remuneration. The Committee also considers the nature, scope and results 
of the auditors' work and reviews, and develops and implements policies on the 
supply of any non-audit services that are to be provided by the external 
auditors. 
 
Post year end, the Audit Committee has re-considered whether the Company is 
able to continue as a going concern for the period ending 30 June 2023 and 
whether it considers it appropriate to adopt the going concern basis of 
accounting in preparing them, and identify any material uncertainties to the 
company's ability to continue to do so. Also, the Audit Committee, has 
considered the Company's current position and principal risks, and assessed the 
prospects of the Company, over the viability period of three years to 28 
February 2025. 
 
The activities and responsibilities of the Audit Committee are further 
described the Audit Committee Report and the recommendations to the Board made 
by the Audit Committee, regarding the going concern and viability of the 
Company are detailed in the Report of the Directors. 
 
Management Engagement Committee 
 
The Management Engagement Committee is chaired by David Macfarlane and 
comprises the entire Board. Responsibilities include reviewing the performance 
and contractual arrangements of the Company's service providers. 
 
Remuneration Committee 
 
In view of its non-executive and independent nature, the Board considers that 
it is not appropriate for there to be a separate Remuneration Committee as 
prescribed by the UK Code. The process for agreeing the non-executive 
Directors' fees is set out in the Directors' Remuneration Report. 
 
Board and Committee meeting attendance 
 
The number of formal meetings of the Board and its committees held during the 
fiscal year and the attendance of individual Directors at these meetings was as 
follows: 
 
                                                             Number of meetings 
 
                                                                               Management 
 
                                        Board        Ad Hoc     Audit          Engagement 
 
                                         Main  AGM Meetings Committee      EGM  Committee 
 
Total number of meetings                    4    1       21         5        1          1 
 
David Macfarlane                            4    1       21         5        1          1 
 
James Jordan                                4    1       20         4        1          1 
 
Sharon Parr                                 4    1       21         5        1          1 
 
Ashley Paxton                               4    1       21         5        1          1 
 
The main Board meetings are held to agree the Company's valuation of its 
investments, agree the Company's financial statements and discuss and agree 
other strategic issues. Other meetings are held when required to agree board 
decisions on ad-hoc issues. 
 
UK Criminal Finances Act 2017 
 
In respect of the UK Criminal Finances Act 2017 which has introduced a new 
Corporate Criminal Offence of 'failing to take reasonable steps to prevent the 
facilitation of tax evasion', the Board confirms that it is committed to zero 
tolerance towards the criminal facilitation of tax evasion. 
 
The Board also keeps under review developments involving other social and 
environmental issues, such as Modern Slavery and General Data Protection 
Regulation, and will report on those to the extent they are considered relevant 
to the Company's operations. 
 
Internal Controls 
 
The Board is ultimately responsible for establishing and maintaining the 
Company's system of internal financial and operating control and for 
maintaining and reviewing its effectiveness on an annual basis. The Company's 
risk matrix continues to be the core element of the Company's risk management 
process in establishing the Company's system of internal financial and 
reporting control. The risk matrix is prepared and maintained by the Board 
which initially identifies the risks facing the Company and then collectively 
assesses the likelihood of each risk, the impact of those risks and the 
strength of the controls operating over each risk. The system of internal 
financial and operating control is designed to manage rather than to eliminate 
the risk of failure to achieve business objectives and by their nature can only 
provide reasonable and not absolute assurance against misstatement and loss. 
 
These controls aim to ensure that assets of the Company are safeguarded, proper 
accounting records are maintained and the financial information for publication 
is reliable. The Board confirms that there is an ongoing process for 
identifying, evaluating and managing the principal risks faced by the Company. 
 
This process has been in place for the year under review and up to the date of 
approval of this Annual Report and Financial Statements and is reviewed by the 
Board and is in accordance with the Internal controls: Guidance on Risk 
Management, Internal Control and Related Financial and Business Reporting. 
 
The Board has evaluated the systems of internal controls of the Company. In 
particular, it has prepared a process for identifying and evaluating the 
principal risks affecting the Company and the policies by which these risks are 
managed. 
 
The Board has delegated the day to day responsibilities for the management of 
the Company's investment portfolio, the provision of depositary services and 
administration, registrar and corporate secretarial functions including the 
independent calculation of the Company's NAV and the production of the Annual 
Report and Financial Statements which are independently audited. 
 
Formal contractual agreements have been put in place between the Company and 
providers of these services. 
 
Even though the Board has delegated responsibility, it retains accountability 
for these functions and is responsible for the systems of internal control. At 
each quarterly board meeting, compliance reports are provided by the 
Administrator, Company Secretary and Investment Adviser. The Board also 
receives confirmation from the Administrator of its accreditation under its 
Service Organisation Controls 1 report. 
 
The Company's risk exposure and the effectiveness of its risk management and 
internal control systems are reviewed by the Audit Committee at its quarterly 
meetings and annually by the Board. 
 
The Board believes that the Company has adequate and effective systems in place 
to identify, mitigate  and manage the risks to which it is exposed. 
 
Whistle Blowing Policy 
 
The Directors are non-executive and the Company does not have employees, hence 
no whistle blowing policy is required. However, the Directors have satisfied 
themselves that the Company's service providers have appropriate whistle 
blowing policies and procedures and have received confirmation from the service 
providers that nothing has arisen under those policies and procedures which 
should be brought to the attention of the Board. 
 
International Tax Reporting 
 
For purposes of the US Foreign Account Tax Compliance Act ("FATCA"), the 
Company registered with the US Internal Revenue Services ("IRS") as a Guernsey 
reporting Foreign Financial Institution ("FFI"), received a Global Intermediary 
Identification Number CAVBUD.999999.SL.831, and can be found on the IRS FFI 
list. 
 
The Common Reporting Standard ("CRS") is a global standard for the automatic 
exchange of financial account information developed by the Organisation for 
Economic Co-operation and Development ("OECD"), which has been adopted by 
Guernsey and which came into effect on 1 January 2016. The CRS replaced the 
intergovernmental agreement between the UK and Guernsey to improve 
international tax compliance that had previously applied. 
 
The Board will take necessary actions to ensure that the Company is compliant 
with Guernsey regulations and guidance in this regard. 
 
Directors' Remuneration Report 
 
The Company's policy in regard to Directors' remuneration is to ensure that the 
Company maintains a competitive fee structure in order to recruit, retain and 
motivate non-executive Directors of excellent quality in the overall interests 
of shareholders. 
 
Remuneration Policy 
 
The Directors do not consider it necessary for the Company to establish a 
separate Remuneration Committee. All of the matters recommended by the Code 
that would be delegated to such a committee are considered by the Board as a 
whole. 
 
It is the responsibility of the Board to determine and approve the Directors' 
fees, following a recommendation from the Chairman who will have given the 
matter proper consideration, having regard to the level of fees payable to 
non-executive Directors in the industry generally, the role that individual 
Directors fulfil in respect of Board and Committee responsibilities and the 
time committed to the Company's affairs. The Chairman's remuneration is decided 
separately and is approved by the Board. 
 
The Company's Articles state that Directors' remuneration payable in any 
accounting year shall not exceed in the aggregate an annual sum of $650,000. 
Each Director is also entitled to reimbursement of their reasonable expenses. 
There are no commission or profit sharing arrangements between the Company and 
the Directors. Similarly, none of the Directors is entitled to pension, 
retirement or similar benefits. No element of the Directors' remuneration is 
performance related. 
 
The remuneration policy set out above is the one applied for the year ended 28 
February 2022 and is not expected to change in the foreseeable future. 
 
Directors' and Officers' liability insurance cover is maintained by the Company 
on behalf of the Directors. 
 
Remuneration for Services to the Company as Non-Executive Directors 
 
                                                             Year Ended       Year Ended 
                                                       28 February 2022      28 February 
                                                                                    2021 
 
                                                                    US$              US$ 
 
David Macfarlane (Chairman)                                     120,000          120,000 
 
James Jordan                                                     50,000           50,000 
 
Sharon Parr                                                      70,000           95,000 
 
Ashley Paxton (appointed 12 August 2020)                         50,000           27,000 
 
Tanja Tibaldi (resigned 12 August 2020)                               -           27,000 
 
                                                                290,000          319,000 
 
Fees payable to the Chairman and Directors are $120,000 per annum and $50,000 
per annum respectively. The Chairman of the Audit Committee will receive an 
additional amount of $20,000 per annum and in the prior year received a further 
fee of $25,000 for additional work relating to events in the 2020 financial 
year. 
 
No Director has a service contract with the Company, nor are any such contracts 
proposed. 
 
Directors' Term of Appointment 
 
In line with the UK Code of Corporate Governance, all Directors seeking 
re-election to the Board will do so on an annual basis regardless of their 
tenure not yet exceeding nine years. 
 
The Directors were appointed as non-executive Directors by letters issued in 
April 2008, June 2018 and August 2020 which state that their appointment and 
any subsequent termination or retirement shall be subject to three-months' 
notice from either party in accordance with the Articles. Each Director's 
appointment letter provides that, upon the termination of his/her appointment, 
that he/she must resign in writing and all records remain the property of the 
Company. The Directors' appointments can be terminated in accordance with the 
Articles and without compensation. There is no notice period specified in the 
Articles for   the removal of Directors. The Articles provide that the office 
of director shall be terminated by,  among other  things: (a)  written 
resignation; (b) unauthorised absences from  board meetings for  six months or 
more; (c)  unanimous written request of the other directors; and (d) an 
ordinary resolution of the Company. 
 
Signed on behalf of the Board of Directors on 14 June 2022 by: 
 
David Macfarlane 
 
Chairman 
 
Sharon Parr 
 
Director 
 
Audit Committee Report 
 
Dear Shareholder, 
 
We present the Audit Committee's Report, setting out the responsibilities of 
the Audit Committee and its key activities during the year ended 28 February 
2022. The Audit Committee has reviewed the Company's financial reporting, the 
independence and effectiveness of the external auditor and the internal control 
and risk management systems of the Company's service providers. In order to 
assist the Audit Committee in discharging these responsibilities, regular 
reports are received and reviewed from the Investment Manager, Administrator 
and external auditor. 
 
A member of the Audit Committee will continue to be available at each Annual 
General Meeting to respond to any shareholder questions on the activities of 
the Audit Committee. 
 
Responsibilities 
 
The terms of reference of the Audit Committee include the requirement to: 
 
.           monitor the integrity of the published Financial Statements of the 
Company; 
 
.           review and report to the Board on the significant issues and 
judgements made in the preparation of the Company's published Financial 
Statements, (having regard to matters communicated by the external Auditors) 
and other financial information; 
 
.           monitor and review the quality and effectiveness of the external 
Auditors and their independence; 
 
.           consider and make recommendations to the Board on the appointment, 
reappointment, replacement and remuneration of the Company's external Auditor; 
 
.           advise the Board that the annual report and accounts, taken as a 
whole, is fair, balanced and understandable; 
 
.           review and consider the Company's Principal risks and 
uncertainties; 
 
.           consider the long-term viability of the Company; 
 
.           review the Company's procedures for prevention, detection and 
reporting of fraud, bribery and corruption; and 
 
.           monitor and review the internal control and risk management systems 
of the service providers. 
 
The Audit Committee's full terms of reference can be viewed on the Company's 
website www.jzcp.com 
 
Key Activities of the Audit Committee 
 
The following sections discuss the assessments made by the Audit Committee 
during the year: 
 
Financial Reporting: 
 
The Audit Committee's review of the Annual Financial Statements focused on the 
following significant areas: 
 
.           Assessment of Going Concern and Viability 
 
The Audit Committee has considered the ability of the Company to continue as a 
going concern over the period ending 30 June 2023. After careful consideration 
the Committee have recommended to the Board that it is satisfied that it is 
appropriate to adopt the going concern basis in preparing these Financial 
Statements and they have a reasonable expectation that the Company will 
continue in existence as a going concern for the period. The reasons for 
reaching this judgement are detailed in the Report of the Directors. However, 
there is a material uncertainty which casts significant doubt over the ability 
of the Company to continue as a Going Concern, being: 
 
Whether the Company can generate sufficient cash through realisations of its 
underlying investments to discharge its liabilities over the period to 30 June 
2023 or failing to do so can agree terms with its debt providers to repay its 
obligations, including the redemption of its ZDP shares, over an extended 
timeframe. 
 
For the viability assessment, the Audit Committee has assessed the expectations 
that the Company will be able to continue in operation and meet ongoing debt 
obligations over the period ending 28 February 2025. In making its 
recommendation to the Board the Committee has carried out a robust review of 
the Company's principal risks and uncertainties to which the Company is exposed 
and that potentially threaten future performance and liquidity and has assessed 
the Company's current position and prospects as detailed in the Chairman's 
Statement and Investment Adviser's Report. 
 
The key factors considered by the Committee are detailed in the Report of the 
Directors. 
 
The Committee have concluded that they have a reasonable expectation that the 
Company will be able to continue in operation and meet its liabilities as they 
fall due over the period of the assessment. They consider the going concern 
assumptions, material uncertainty and conclusion set out above to be relevant. 
 
The Audit Committee was also satisfied that the disclosures in the basis of 
preparation note and the viability statement, relating to the going concern 
assessment of the Company, were appropriately clear and transparent. In 
particular that the material uncertainty prevalent in the going concern basis 
of preparation is disclosed in a fair, balanced and understandable manner. 
 
.           Valuation of Unquoted Investment Fair Values including the impact 
on management fees 
 
The fair value of the Company's unquoted securities at 28 February 2022, which 
are valued using techniques detailed in Note 5 of the financial statements, was 
$408,174,000 accounting for 92.3% of the Company's investment portfolio. The 
Committee has concentrated on ensuring the Investment Manager has applied 
appropriate valuation methodologies to these investments in producing the net 
asset value of the Company. 
 
Members of the Audit Committee, discuss the valuation process with the 
Investment Adviser on a quarterly basis. The Audit Committee gains comfort in 
the valuations produced by reviewing the methodologies used and challenging the 
recommendations of the Investment Adviser. The Audit Committee are thus 
satisfied  that the valuation techniques are appropriate and represent fair 
value. 
 
The valuation of the unquoted investments is the key driver of the Company's 
gross asset value and the basis of the management fees payable to the 
Investment Adviser and therefore the management fees payable could potentially 
be misstated if there were to be an error in the calculation of the gross 
assets. However, as each monthly NAV calculation is approved by the Investment 
Adviser and the year-end NAV has been audited, the Audit Committee is satisfied 
that the fees have been correctly calculated as stated in the Annual Report and 
Financial Statements. 
 
.           Impairment of Direct Loans Measured at Amortised Cost 
 
Risk that the carrying value of the direct loans might be misstated due to 
application of inappropriate methodologies, inputs and/or judgemental factors 
determining the expected credit loss in accordance with 
 
IFRS 9 - "Financial Instruments". 
 
Risk Management: 
 
The Audit Committee continued to consider the process for managing the risk of 
the Company and its service providers. Risk management procedures for the 
Company, as detailed in the Company's risk assessment matrix, were reviewed and 
approved by the Audit Committee. New risks are added to the matrix when deemed 
appropriate. 
 
Fraud, Bribery and Corruption: 
 
The Audit Committee continues to monitor the fraud, bribery and corruption 
policies of the Company. The Board receives a confirmation from all service 
providers that there have been no instances of fraud, bribery or corruption. 
 
In a press release dated 21 March 2022, the Company announced that it had come 
to the Board's attention that allegations of fraudulent conduct had been made 
against two individuals who were members of the management team that manages 
JZCP's investments in European micro-cap companies. A claim has been made in 
respect thereof in the New York State Supreme Court. The claimants are a fund 
in which JZCP has only an approximate 1% interest (carried at approximately 
$0.75 million) as well as a fund in which JZCP has no interest. The information 
available to the Board at the date of this report indicates that the Company 
has no reason to believe that the alleged conduct will have a material adverse 
effect on the Company's investments held through JZI Fund III. 
 
The External Auditor 
 
Ernst & Young LLP have acted as external auditor since the Company's inception 
in April 2008. This is the fourth year of Andrew Dann's anticipated five year 
tenure as audit partner. A full tender process was undertaken during December 
2018 and January 2019 resulting in Ernst & Young LLP being reappointed. 
 
Independence, objectivity and fees: 
 
The independence and objectivity of the external auditor is reviewed by the 
Audit Committee which also reviews the terms under which the external auditor 
is appointed to perform non-audit services. 
 
In line with the historic policies, the Audit Committee does not consider that 
the provision of non-audit services, to have been a threat to the objectivity 
and independence of the external auditor. However, following the introduction 
of the UK FRC Revised Ethical Standard (effective on 15 March 2020), the Audit 
Committee has introduced a general prohibition on the external auditor 
providing non-audit services to the Company. This general prohibition will not 
extend to an interim review report providing the fee for such interim review is 
subject to a 70% fee cap when compared to the audit fee. 
 
The following table summarises the remuneration paid and payable by the Company 
to Ernst & Young LLP and to other Ernst & Young LLP member firms for audit and 
other services during the years ended 28 February 2022 and 28 February 2021. 
 
                                                                   $                       $ 
                                                          Equivalent              Equivalent 
 
                                              Year ended  Year ended  Year ended  Year ended 
 
                                               28.2.2022   28.2.2022   28.2.2021   28.2.2021 
 
Ernst & Young LLP 
 
 - Annual audit                                 £256,000    $343,000    £275,000    $384,478 
 
 - Auditor's interim                             £53,000     $71,000     £50,000     $69,000 
review 
 
PFIC services for the years ended 28 February 2022 and 2021 are now provided by 
PricewaterhouseCoopers LLP. 
 
Performance and effectiveness: 
 
During the year, when considering the effectiveness of the external auditor, 
the Audit Committee has taken into account the following factors: 
 
.           the audit plan presented to them before each audit; 
 
.           the post audit report including variations from the original plan; 
 
.           changes in audit personnel; 
 
.           the external auditor's own internal procedures to identify threats 
to independence; and 
 
.           feedback received from both the Investment Adviser and 
Administrator. 
 
The Audit Committee reviewed and challenged the audit plan and the post audit 
report of the external auditor and concluded that audit risks had been 
sufficiently identified and were sufficiently addressed. The Audit Committee 
considered reports from the external auditor on their procedures to identify 
threats to independence and concluded that the procedures were sufficient to 
identify potential threats to independence. 
 
There were no significant adverse findings from this evaluation. 
 
The Audit Committee has examined the scope and results of the audit, its cost 
effectiveness and the independence and objectivity of the external auditor and 
considers Ernst & Young LLP, as external auditor, to be independent of the 
Company. 
 
Internal control and risk management systems: 
 
Additional work performed by the Audit Committee in the areas of internal 
control and risk management are disclosed above. 
 
The Audit Committee has also reviewed the need for an internal audit function. 
The Audit Committee has decided that the systems and procedures employed by the 
Investment Adviser and the Administrator, including the Administrator's 
internal audit function, provide sufficient assurance that a sound system of 
internal control, which safeguards the Company's assets, is maintained. An 
internal audit function specific to the Company is therefore considered 
unnecessary. 
 
In finalising the Annual Report and Accounts for recommendation to the Board 
for approval, the Audit Committee has also recommended to the Board that the 
Annual Report and Accounts should be considered fair, balanced and 
understandable. 
 
Sharon Parr 
 
Chairman, Audit Committee 
 
14 June 2022 
 
Independent Auditor's Report 
 
To The Members of JZ Capital Partners Limited 
 
Opinion 
 
We have audited the financial statements of JZ Capital Partners Limited (the 
"Company") for the year ended 28 February 2022 which comprise the Statement of 
Financial Position, the Statement of Comprehensive Income, the Statement of 
Changes in Equity, the Statement of Cash Flows and the related notes 1 to 32, 
including a summary of significant accounting policies. The financial reporting 
framework that has been applied in their preparation is applicable law and 
International Financial Reporting Standards as adopted by the European Union 
("IFRS"). 
 
In our opinion, the financial statements: 
 
.     give a true and fair view of the state of the Company's affairs as at 28 
February 2022 and of its profit for the year then ended; 
 
.     have been properly prepared in accordance with IFRS; and 
 
.     have been properly prepared in accordance with the requirements of The 
Companies (Guernsey) Law, 2008. 
 
Basis for opinion 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards 
are further described in the Auditor's responsibilities for the audit of the 
financial statements section of our report. We believe that the audit evidence 
we have obtained is sufficient and appropriate to provide a basis for our 
opinion. 
 
Independence 
 
We are independent of the Company in accordance with the ethical requirements 
that are relevant to our audit of the financial statements, including the UK 
FRC's Ethical Standard as applied to listed public interest entities, and we 
have fulfilled our other ethical responsibilities in accordance with these 
requirements. 
 
The non-audit services prohibited by the FRC's Ethical Standard were not 
provided to the Company and we remain independent of the Company in conducting 
the audit. 
 
Material uncertainty relating to going concern 
 
We draw your attention to Note 3 in the financial statements, which indicates 
that there is a material uncertainty as to whether the Company can generate 
sufficient cash through realisations of its underlying investments to discharge 
its liabilities over the period to 30 June 2023 or failing to do so can agree 
terms with its debt providers to repay its obligations, including the 
redemption of its ZDP shares, over an extended timeframe, which casts 
significant doubt over the ability of the Company to continue as a Going 
Concern. Our opinion is not modified in respect of this matter. 
 
We draw attention to the viability statement in the Annual Report, which 
indicates that the viability of the Company is dependent entirely on actions 
that are being and will be taken over the course of the going concern period to 
30 June 2023. The Directors consider that the material uncertainty referred to 
in respect of going concern may cast significant doubt over the future 
viability of the Company should these actions not complete. Our opinion is not 
modified in respect of this matter. 
 
In auditing the financial statements, we have concluded that the directors' use 
of the going concern basis of accounting in the preparation of the financial 
statements is appropriate. Our evaluation of the directors' assessment of the 
Company's ability to continue to adopt the going concern basis of accounting 
included; 
 
.     The audit engagement partner directed and supervised the audit procedures 
on going concern; 
 
.     We obtained the cash flow forecasts prepared by the Investment Adviser, 
Jordan/Zalaznick Advisers, Inc ("JZAI") and tested the arithmetical accuracy of 
the models including reperforming the covenant tests therein; 
 
.     We obtained the agreements and enquired of management to understand the 
WhiteHorse loan facility and associated agreement amendments, including the 
nature of facilities, repayment terms and covenants. 
 
.     We performed a reverse-stress test for covenant compliance to assess the 
likelihood of a reduction in fair value and/ or cash balance, triggering a 
covenant breach; 
 
.     We challenged the appropriateness of management's forecasts by assessing 
historical forecasting accuracy, challenging management's consideration of 
downside sensitivity analysis and applied further stress testing to understand 
the sensitivity of the assessment to the timing and quantum of asset 
realisations; 
 
.     We assessed whether available funds are sufficient to cover commitments 
made to underlying investments and other ongoing commitments including 
investment adviser and other expenses; 
 
.     We held discussions with the Investment Adviser and the Audit Committee 
in relation to the status of the asset realisations; 
 
.     We have reviewed the management provided stock purchase agreement which 
supported management's cash flow forecast; 
 
.     We assessed the likely success and risk factors of the Company's 
alternative investing and financing plans with its Investment Adviser; and 
 
.     We assessed the disclosures in the Annual Report and Financial Statements 
relating to going concern, including the material uncertainties, to ensure they 
were fair, balanced and understandable and in compliance with IAS 1. 
 
In relation to the Company's reporting on how they have applied the UK 
Corporate Governance Code, we have nothing material to add or draw attention to 
in relation to the directors' statement in the financial statements about 
whether the directors considered it appropriate to adopt the going concern 
basis of accounting. 
 
Our responsibilities and the responsibilities of the directors with respect to 
going concern are described in the relevant sections of this report. However, 
because not all future events or conditions can be predicted, this statement is 
not a guarantee as to the Company's ability to continue as a going concern. 
 
Overview of our audit approach 
 
Key audit matters                                Misstatement of unquoted investment fair values, including the 
                                                 impact on management fees: The risk that the fair value of 
                                                 investments might be misstated due to application of 
                                                 inappropriate methodologies or inputs to the valuations and/or 
                                                 inappropriate judgemental factors. This will include the 
                                                 possible impact on the management fees. 
 
                                                 Impairment of direct loans measured at amortised cost: The 
                                                 risk that the carrying value of the direct loans might be 
                                                 misstated due to application of inappropriate methodologies or 
                                                 inputs determining the amortised cost and/or inappropriate 
                                                 judgemental factors Expected Credit Loss ("ECL") in accordance 
                                                 with IFRS 9. 
 
Materiality                                      Overall materiality of $3.41m (2021: $3.30m) which represents 
                                                 1% of total equity. 
 
An overview of the scope of our audit 
 
Tailoring the scope 
 
Our assessment of audit risk, our evaluation of materiality and our allocation 
of performance materiality determine our audit scope for the Company. This 
enables us to form an opinion on the financial statements. We take into account 
size, risk profile, the organisation of the Company and effectiveness of 
controls, including controls and changes in the business environment when 
assessing the level of work to be performed. 
 
All audit work was performed directly by the audit engagement team. The audit 
was led from Guernsey. In addition, we engaged our Valuation, Modelling, and 
Economics ("VME") industry valuation specialists from the Brooklyn and Miami 
offices, who assisted us in auditing the valuation of the real estate 
investments, and the Montreal office, who assisted us in auditing the valuation 
of unquoted private equity investments. The scope of their work was consistent 
with the prior year. 
 
Climate change 
 
The Company has explained climate-related risks in the 'Macroeconomic Risks and 
Impact on NAV' section of the Report of the Directors and form part of the 
"Other information", rather than the audited financial statements. Our 
procedures on these disclosures therefore consisted solely of considering 
whether these disclosures are materially inconsistent with the Company's 
financial statements, or our knowledge obtained in the course of the audit, or 
otherwise appear to be materially misstated. 
 
Key audit matters 
 
Key audit matters are those matters that, in our professional judgement, were 
of most significance in our audit of the financial statements of the current 
period and include the most significant assessed risks of material misstatement 
(whether or not due to fraud) that we identified. These matters included those 
which had the greatest effect on: the overall audit strategy, the allocation of 
resources in the audit; and directing the efforts of the engagement team. These 
matters were addressed in the context of our audit of the financial statements 
as a whole, and in our opinion thereon, and we do not provide a separate 
opinion on these matters. 
 
   Risk                         Our response to the risk          Key observations 
                                                                  communicated to the 
                                                                  Audit Committee 
 
   Misstatement of unquoted     Our audit procedures consisted    We have no matters to 
   investment fair values,      of:                               report to the Audit 
   including the impact on                                        Committee in this 
   management fees (2022: $408                                    regard. 
   million; 2021: $430           Updating and confirming our 
   million)                      understanding of the Company's 
                                 processes and methodologies, 
   Refer to the Audit            including the use of industry 
   Committee Report;             specific measures, and policies 
   Accounting policies; and      for valuing unquoted 
   Note 5 of the financial       investments held by the 
   statements                    Company; 
 
   99% (2021: 99%) of the 
   carrying value of             Obtaining and inspecting the 
   investments relates to the    valuation decks and supporting 
   Company's holdings in         data for the private equity 
   unquoted investments, which   investments, to assess whether 
   are valued using different    the data used is appropriate 
   valuation techniques, as      and relevant, and discussing 
   described in note 5 to the    these with the Investment 
   financial statements.         Adviser to evaluate whether the 
                                 fair value of the Company's 
   The valuation is              private equity investments are 
   subjective, with a high       reasonably stated, challenging 
   level of judgement and        the assumptions made by the 
   estimation linked to the      Investment Adviser and Board of 
   determination of the values   Directors of the Company; 
   with limited market 
   information available, as a 
   result of the low level of    Obtaining and inspecting the 
   liquidity in the private      independent appraisals and 
   equity and real estate        supporting data regarding the 
   markets at the year-end.      real estate assets, to assess 
                                 whether the data used is 
   The Investment Advisory       appropriate and relevant, and 
   fees are calculated based     discussing these with the 
   on NAV, which is driven by    Investment Adviser to evaluate 
   investment valuation and is   whether the fair value of the 
   therefore related to this     Company's real estate 
   key audit matter.             investments are reasonably 
   As a result, there is a       stated, challenging the 
   risk of an inappropriate      assumptions made by the 
   valuation model being         Investment Adviser and Board of 
   applied, together with the    Directors of the Company; 
   risk of inappropriate 
   inputs to the model/ 
   calculation being selected    Attending fair value 
   including the possible        discussions in relation to 28 
   impact on the management      February 2022 valuations, for 
   fees.                         private equity investments. 
                                 These included the Investment 
   The valuation of the          Adviser, EY Guernsey and EY 
   unquoted investments is the   valuation specialists; 
   key driver of the Company's 
   net asset value and total 
   return. Incorrect valuation   Vouching valuation inputs that 
   could have a significant      do not require specialist 
   impact on the net asset       knowledge to independent 
   value of the Company and      sources and testing the 
   therefore the return          arithmetical accuracy of the 
   generated for shareholders.   Company's calculations for a 
                                 sample of significant private 
                                 equity investments selected 
                                 based on their size/value; 
 
 
                                 Performing back testing on the 
                                 Level 3 investment sensitivity 
                                 disclosures to understand the 
                                 drivers of movements in fair 
                                 value; 
 
                                 Performing back testing to 
                                 compare realisation proceeds 
                                 during the period to the 
                                 previously reported fair values 
                                 for those disposed assets; 
 
                                 For a sample of significant 
                                 private equity investments 
                                 selected based on their size/ 
                                 value, we engaged EY Montreal. 
                                 It was considered appropriate 
                                 for EY Montreal to review both 
                                 US and European assets as 
 
                                    use their knowledge of the 
                                    market to assess and 
                                    corroborate the Investment 
                                    Adviser's and the Company's 
                                    specialist's market related 
                                    judgements and valuation 
                                    inputs (in relation to the 
                                    private equity investments 
                                    discount rates and EBITDA 
                                    multiples and in relation to 
                                    real estate assets discount 
                                    rates, rental per square 
                                    foot, selling price per 
                                    square foot) by reference to 
                                    comparable transactions, and 
                                    independently compiled 
                                    databases/indices; 
 
                                    assist us to determine 
                                    whether the methodologies 
                                    used to value private equity 
                                    investments and real estate 
                                    assets were consistent with 
                                    methods usually used by 
                                    market participants; 
 
                                    perform procedures to assess 
                                    whether, in light of market 
                                    data, the fair values of 
                                    certain recently acquired 
                                    private equity investments 
                                    continue to approximate to 
                                    their consideration paid; 
                                    and 
 
                                    assist us in determining 
                                    whether the Company's 
                                    specialist, for the real 
                                    estate assets, was 
                                    appropriately qualified and 
                                    independent. 
 
                                 Agreeing the valuation per the 
                                 financial statements back to 
                                 the models per the valuation 
                                 decks, relating to private 
                                 equity investments, prepared by 
                                 the Investment Adviser and 
                                 agreeing the proposed values 
                                 per the valuation decks to the 
                                 investment portfolio report 
                                 prepared by the Administrator; 
 
                                 Reviewing the waterfall 
                                 calculations on the flow of 
                                 valuation through the SPV 
                                 structures to the Company and 
                                 reviewing the inputs to, and 
                                 arithmetic accuracy of, the 
                                 valuation calculations/ 
                                 waterfall; 
 
                                 Identifying the significant 
                                 unobservable inputs to 
                                 valuations and reviewed and 
                                 assessed the reasonableness of 
                                 the sensitivity workings and 
                                 disclosures, comparing the 
                                 Investment Adviser's position 
                                 with EY's range of acceptable 
                                 inputs; 
 
                                 Challenging management on the 
                                 appropriateness of their chosen 
                                 comparable public companies 
                                 used to compute multiples as 
                                 well as corroborating those 
                                 multiples with independent 
                                 data; 
 
                                 Reporting to the Audit 
                                 Committee on the calibration of 
                                 investment valuations against 
                                 EY's ranges and commenting on 
                                 any specific movements of 
                                 valuation marks in those ranges 
                                 vs prior periods; and 
 
                                 Re-performing the management 
                                 fee calculations for 
                                 arithmetical accuracy and 
                                 consistency with the terms of 
                                 the investment advisory 
                                 agreement. 
 
 
   Impairment of direct loans   For all direct loans we           We have no matters to 
   measured at amortised cost   performed the following           report to the Audit 
   (2022: $29 million; 2021     procedures:                       Committee in this 
   $34 million)                                                   regard. 
   Refer to the Audit            Obtaining copies of the signed 
   Committee Report;             loan agreements including any 
   Accounting policies; and      changes to the terms and 
   Note 7 of the financial       conditions of the loans; 
   statements 
                                 Re-performing the amortised 
   There is a risk that the      cost calculations for 
   carrying value of the         mathematical accuracy and 
   direct loans might be         consistency with the terms of 
   misstated due to              the loan agreements; 
   methodologies, inputs, and/ 
   or judgmental factors         Obtaining the expected credit 
   determining the expected      loss calculation from the 
   credit loss in accordance     Investment Advisor for each 
   with IFRS 9.                  material loan and determining 
                                 that the estimate and 
                                 judgements applied by 
                                 management specific to each 
                                 loan were in accordance with 
                                 IFRS 9; 
 
                                 Reviewing the possible default 
                                 scenarios and credit risk of 
                                 each loan separately and 
                                 applying probabilities of 
                                 default to assess the expected 
                                 credit loss over the next 12 
                                 months; 
 
                                 Assessing the reasonableness of 
                                 the effective interest rate 
                                 calculations used to recognise 
                                 lifetime expected losses, with 
                                 interest revenue based on the 
                                 net amount; 
 
                                 Assessing the impact the 
                                 potential material 
                                 uncertainties in respect of 
                                 going concern might have on the 
                                 valuation of the expected 
                                 credit loss; and 
 
                                 Reviewing to ensure that the 
                                 presentation and disclosure 
                                 requirements of IFRS 9 are 
                                 adequate in the financial 
                                 statements. 
 
Our application of materiality 
 
We apply the concept of materiality in planning and performing the audit, in 
evaluating the effect of identified misstatements on the audit and in forming 
our audit opinion. 
 
Materiality 
 
The magnitude of an omission or misstatement that, individually or in the 
aggregate, could reasonably be expected to influence the economic decisions of 
the users of the financial statements. Materiality provides a basis for 
determining the nature and extent of our audit procedures. 
 
We determined materiality for the Company to be $3.41 million (2021: $3.30 
million), which is 1% (2021: 1%) of Total Equity. We believe that Total Equity 
provides a basis for determining the nature, timing and extent of risk 
assessment procedures, identifying and assessing the risk of material 
misstatement and determining the nature, timing and extent of further audit 
procedures. We believe that Total Equity provides us with the best measure of 
planning materiality as the Company's primary performance measures for internal 
and external reporting are based on Total Equity. 
 
During the course of our audit, we reassessed initial materiality and updated 
its calculation to align with the year-end Total Equity figure. 
 
Performance materiality 
 
The application of materiality at the individual account or balance level. It 
is set at an amount to reduce to an appropriately low level the probability 
that the aggregate of uncorrected and undetected misstatements exceeds 
materiality. 
 
On the basis of our risk assessments, together with our assessment of the 
Company's overall control environment, our judgement was that performance 
materiality was 50% (2021: 50%) of our planning materiality, namely $1.70m 
(2021: $1.65m).  We have set performance materiality at this percentage to 
ensure that the total uncorrected and undetected audit differences in the 
financial statements did not exceed our materiality level. 
 
Reporting threshold 
 
An amount below which identified misstatements are considered as being clearly 
trivial. 
 
We agreed with the Audit Committee that we would report to them all uncorrected 
audit differences in excess of $0.17m (2021: $0.16m), which is set at 5% of 
planning materiality, as well as differences below that threshold that, in our 
view, warranted reporting on qualitative grounds. 
 
We evaluate any uncorrected misstatements against both the quantitative 
measures of materiality discussed above and in light of other relevant 
qualitative considerations in forming our opinion. 
 
Other information 
 
The other information comprises the information included in the annual report 
set out other than the financial statements and our auditor's report thereon. 
The directors are responsible for the other information contained within the 
Annual Report. 
 
Our opinion on the financial statements does not cover the other information 
and, except to the extent otherwise explicitly stated in this report, we do not 
express any form of assurance conclusion thereon. 
 
Our responsibility is to read the other information and, in doing so, consider 
whether the other information is materially inconsistent with the financial 
statements or our knowledge obtained in the course of the audit or otherwise 
appears to be materially misstated. If we identify such material 
inconsistencies or apparent material misstatements, we are required to 
determine whether there is a material misstatement in the financial statements 
themselves. If, based on the work we have performed, we conclude that there is 
a material misstatement of the other information, we are required to report 
that fact. 
 
We have nothing to report in this regard. 
 
Matters on which we are required to report by exception 
 
We have nothing to report in respect of the following matters in relation to 
which The Companies (Guernsey) Law, 2008 requires us to report to you if, in 
our opinion: 
 
.           proper accounting records have not been kept by the Company; or 
 
.           the financial statements are not in agreement with the Company's 
accounting records and returns; or 
 
.           we have not received all the information and explanations we 
require for our audit. 
 
Corporate Governance Statement 
 
The Listing Rules require us to review the directors' statement in relation to 
going concern, longer-term viability and that part of the Corporate Governance 
Statement relating to the Company's compliance with the provisions of the UK 
Corporate Governance Code specified for our review. 
 
Based on the work undertaken as part of our audit, we have concluded that each 
of the following elements of the Corporate Governance Statement is materially 
consistent with the financial statements or our knowledge obtained during the 
audit: 
 
.      Directors' statement with regards to the appropriateness of adopting the 
going concern basis of accounting and any material uncertainties identified set 
out above; 
 
.      Directors' explanation as to its assessment of the company's prospects, 
the period this assessment covers and why the period is appropriate set 
 
.      Directors' statement on fair, balanced and understandable; 
 
.      Board's confirmation that it has carried out a robust assessment of the 
emerging and principal risks; 
 
.      The section of the annual report that describes the review of 
effectiveness of risk management and internal control systems set out; and 
 
.      The section describing the work of the audit committee. 
 
Responsibilities of Directors 
 
As explained more fully in the directors' responsibilities statement set out in 
the Report of the Directors, the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and 
fair view, and for such internal control as the directors determine is 
necessary to enable the preparation of financial statements that are free from 
material misstatement, whether due to fraud or error. 
 
In preparing the financial statements, the directors are responsible for 
assessing the Company's ability to continue as a going concern, disclosing, as 
applicable, matters related to going concern and using the going concern basis 
of accounting unless the directors either intend to liquidate the Company or to 
cease operations, or have no realistic alternative but to do so. 
 
Auditor's responsibilities for the audit of the financial statements 
 
Our objectives are to obtain reasonable assurance about whether the financial 
statements as a whole are free from material misstatement, whether due to fraud 
or error, and to issue an auditor's report that includes our opinion. 
Reasonable assurance is a high level of assurance, but is not a guarantee that 
an audit conducted in accordance with ISAs (UK) will always detect a material 
misstatement when it exists. Misstatements can arise from fraud or error and 
are considered material if, individually or in the aggregate, they could 
reasonably be expected to influence the economic decisions of users taken on 
the basis of these financial statements. 
 
Explanation as to what extent the audit was considered capable of detecting 
irregularities, including fraud 
 
Irregularities, including fraud, are instances of non-compliance with laws and 
regulations. We design procedures in line with our responsibilities, outlined 
above, to detect irregularities, including fraud.  The risk of not detecting a 
material misstatement due to fraud is higher than the risk of not detecting one 
resulting from error, as fraud may involve deliberate concealment by, for 
example, forgery or intentional misrepresentations, or through collusion. The 
extent to which our procedures are capable of detecting irregularities, 
including fraud is detailed below. 
 
However, the primary responsibility for the prevention and detection of fraud 
rests with both those charged with governance of the Company and the Investment 
Adviser. Our approach was as follows: 
 
.     We obtained an understanding of the legal and regulatory frameworks that 
are applicable to the Company and determined that the most significant are the 
Companies (Guernsey) Law, 2008, the 2018 UK Corporate Governance Code and the 
listing requirements of London Stock Exchange and the Disclosure Guidance and 
Transparency Rules of the UK Listing Authority; 
 
.      We understood how the Company is complying with those frameworks by 
making enquiries of the Investment Adviser and those charged with governance 
regarding: 
 
­  their knowledge of any non-compliance or potential non-compliance with laws 
and regulations that could affect the financial statements; 
 
­  the Company's methods of enforcing and monitoring non-compliance with such 
policies; 
 
­  management's process for identifying and responding to fraud risks, 
including programs and controls the Company has established to address risks 
identified by the entity, or that otherwise prevent, deter and detect fraud; 
and 
 
­  how management monitors those programs and controls; 
 
.      Administration and maintenance of the Company's books and records is 
performed by Northern Trust International Fund Administration Services 
(Guernsey) Limited which is a regulated firm, independent of the Investment 
Adviser. We corroborated our enquiries through our review of Board minutes and 
any correspondence received from regulatory bodies. We also obtained their SOC1 
controls report and reviewed it for findings relevant to the Company. We noted 
no contradictory evidence during these procedures; 
 
×      We assessed the susceptibility of the Company's financial statements to 
material misstatement, including how fraud might occur by: 
 
­  obtaining an understanding of entity-level controls and considering the 
influence of the control environment; 
 
­  obtaining management's assessment of fraud risks including an understanding 
of the nature, extent and frequency of such assessment documented in the 
Board's risk matrix; 
 
­  making inquiries with those charged with governance as to how they exercise 
oversight of management's processes for identifying and responding to fraud 
risks and the controls established by management to mitigate specifically those 
risks the entity has identified, or that otherwise help to prevent, deter and 
detect fraud; 
 
­  making inquiries with management and those charged with governance regarding 
how they identify related parties including circumstances related to the 
existence of a related party with dominant influence; and 
 
­  making inquiries with management and those charged with governance regarding 
their knowledge of any actual or suspected fraud or allegations of fraudulent 
financial reporting affecting the Company. 
 
.      Based on this understanding we designed our audit procedures to identify 
non-compliance with such laws and regulations identified above. Our procedures 
involved a review of Board minutes and inquiries of the Investment Adviser and 
those charged with governance including: 
 
­  Through discussion, gaining an understanding of how those charged with 
governance, the Investment Adviser and Administrator identify instances of 
non-compliance by the Company with relevant laws and regulations; 
 
­  Inspecting the relevant policies, processes and procedures to further our 
understanding; 
 
­  Reviewing Board minutes and internal compliance reporting; 
 
­  Inspecting correspondence with regulators; and 
 
­  Obtaining relevant written representations from the Board of Directors. 
 
­  A further description of our responsibilities for the audit of the financial 
statements is located on the Financial Reporting Council's website at https:// 
www.frc.org.uk/auditorsresponsibilities. This description forms part of our 
auditor's report. 
 
Other matters we are required to address 
 
.     Following the recommendation from the audit committee, we were appointed 
by the Company to audit the financial statements for the year ended 28 February 
2009 and subsequent financial periods. We signed an engagement letter on 27 
November 2008. 
 
.     The period of total uninterrupted engagement including previous renewals 
and reappointments is 14 years, covering the years ended 28 February 2009 to 28 
February 2022. 
 
.     The audit opinion is consistent with the additional report to the audit 
committee. 
 
Use of our report 
 
This report is made solely to the Company's members, as a body, in accordance 
with Section 262 of The Companies (Guernsey) Law 2008. Our audit work has been 
undertaken so that we might state to the Company's members those matters we are 
required to state to them in an auditor's report and for no other purpose. To 
the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the Company and the Company's members as a body, for our 
audit work, for this report, or for the opinions we have formed. 
 
Andrew Jonathan Dann, FCA 
 
for and on behalf of Ernst & Young LLP 
 
Guernsey, Channel Islands 
 
14 June 2022 
 
1.   The maintenance and integrity of the JZ Capital Partners Limited website 
is the responsibility of the Directors; the work carried out by the auditors 
does not involve consideration of these matters and, accordingly, the auditors 
accept no responsibility for any changes that may have occurred to the 
Financial Statements since they were initially presented on the website. 
 
2.   Legislation in Guernsey governing the preparation and dissemination of 
Financial Statements may differ from legislation in other jurisdictions. 
 
Independent Auditors Report For Audit Conducted In Accordance With Auditing 
Standards Generally Accepted In The United States1 
 
Opinion 
 
We have audited the Financial Statements of JZ Capital Limited (the "Company"), 
which comprise the Statement of Financial Position as of 28 February 2022 and 
2021, and the related Statements of Comprehensive Income, the Statements of 
Changes in Equity, the Statements of Cash Flows for the years then ended, and 
the related notes (collectively referred to as the "Financial Statements"). 
 
In our opinion, the accompanying Financial Statements present fairly, in all 
material respects, the financial position of the Company as of 28 February 2022 
and 2021, and the results of its operations, changes in equity, and its cash 
flows for the years then ended, in accordance with International Financial 
Reporting Standards as adopted by the European Union ("IFRS"). 
 
Basis for Opinion 
 
We conducted our audit in accordance with auditing standards generally accepted 
in the United States of America ("GAAS"). Our responsibilities under those 
standards are further described in the Auditor's Responsibilities for the Audit 
of the Financial Statements section of our report. We are required to be 
independent of the Company and to meet our other ethical responsibilities in 
accordance with the relevant ethical requirements relating to our audit. We 
believe that the audit evidence we have obtained is sufficient and appropriate 
to provide a basis for our audit opinion. 
 
Substantial Doubt About the Company's Ability to Continue as a Going Concern 
 
The accompanying financial statements have been prepared assuming that the 
Company will continue as a going concern. As discussed in Note 3 and 31 to the 
financial statements, the Company has stated that there is a material 
uncertainty relating to whether the Company can generate sufficient cash 
through realisations of its underlying investments to discharge  its 
liabilities over the period to 14 June 2023 or failing to do so can agree terms 
with its debt providers to repay its obligations, including the redemption of 
its ZDP shares, over an extended timeframe. The Company has stated that 
substantial doubt exists about the Company's ability to continue as a going 
concern. Management's evaluation of the events and conditions and management's 
plans regarding these matters are also described in Note 3. The financial 
statements do not include any adjustments that might result from the outcome of 
this uncertainty. Our opinion is not modified with respect to this matter. 
 
Responsibilities of Management for the Financial Statements 
 
Management is responsible for the preparation and fair presentation of the 
Financial Statements in accordance with IFRS and for the design, 
implementation, and maintenance of internal control relevant to the preparation 
and fair presentation of Financial Statements that are free of material 
misstatement, whether due to fraud or error. 
 
In preparing the Financial Statements, management is required to evaluate 
whether there are conditions or events, considered in the aggregate, that raise 
substantial doubt about the Company's ability to continue as a going concern 
for one year after the date that the Financial Statements are available to be 
issued. 
 
Auditor's Responsibilities for the Audit of the Financial Statements 
 
Our objectives are to obtain reasonable assurance about whether the Financial 
Statements as a whole are free of material misstatement, whether due to fraud 
or error, and to issue an auditor's report that includes our opinion. 
Reasonable assurance is a high level of assurance but is not absolute assurance 
and therefore is not a guarantee that an audit conducted in accordance with 
GAAS will always detect a material misstatement when it exists. The risk of not 
detecting a material misstatement resulting from fraud is higher than for one 
resulting from error, as fraud may involve collusion, forgery, intentional 
omissions, misrepresentations, or the override of internal control. 
Misstatements are considered material if there is a substantial likelihood 
that, individually or in the aggregate, they would influence the judgment made 
by a reasonable user based on the Financial Statements. 
 
In performing an audit in accordance with GAAS, we: 
 
×      Exercise professional judgment and maintain professional scepticism 
throughout the audit. 
 
×      Identify and assess the risks of material misstatement of the Financial 
Statements, whether due to fraud or error, and design and perform audit 
procedures responsive to those risks. Such procedures include examining, on a 
test basis, evidence regarding the amounts and disclosures in the Financial 
Statements. 
 
×      Obtain an understanding of internal control relevant to the audit in 
order to design audit procedures that are appropriate in the circumstances, but 
not for the purpose of expressing an opinion on the effectiveness of the 
Company's internal control. Accordingly, no such opinion is expressed. 
 
×      Evaluate the appropriateness of accounting policies used and the 
reasonableness of significant accounting estimates made by management, as well 
as evaluate the overall presentation of the Financial Statements. 
 
×      Conclude whether, in our judgment, there are conditions or events, 
considered in the aggregate, that raise substantial doubt about the Company's 
ability to continue as a going concern for a reasonable period of time. 
 
We are required to communicate with those charged with governance regarding, 
among other matters, the planned scope and timing of the audit, significant 
audit findings, and certain internal control-related matters that we identified 
during the audit. 
 
Other Information 
 
The Directors are responsible for the other information. The other information 
comprises the information included in the Annual Report,  but does not include 
the Financial Statements and our auditor's report thereon.  Our opinion on the 
Financial Statements does not cover the other information, and we do not 
express an opinion or any form of assurance thereon. 
 
In connection with our audit of the Financial Statements, our responsibility is 
to read the other information and consider whether a material inconsistency 
exists between the other information and the Financial Statements, or the other 
information otherwise appears to be materially misstated. If, based on the work 
performed, we conclude that an uncorrected material misstatement of the other 
information exists, we are required to describe it in our report. 
 
Ernst & Young LLP 
 
Guernsey, Channel Islands 
 
14 June 2022 
 
1In order to comply with the U.S. Securities and Exchange Commission's custody 
rule, an audit opinion was requested, by the Company's Investment Adviser, 
which satisfies the requirements of auditing standards generally accepted in 
the United States. 
 
Statement of Comprehensive Income 
 
For the Year Ended 28 February 2022 
 
                                                                Year Ended       Year Ended 
 
                                                               28 February      28 February 
                                                                      2022             2021 
 
                                                     Notes         US$'000          US$'000 
 
Income and investment and other gains 
 
Net gain on investments at fair value through         6             17,530                - 
profit or loss 
 
Investment income                                     8             16,770           22,160 
 
Bank and deposit interest                                              174              220 
 
Realisations from investments held in escrow          28               597            1,147 
accounts 
 
Net foreign currency exchange gains                                     84                - 
 
                                                                    35,155           23,527 
 
Expenses and losses 
 
Net loss on investments at fair value through         6                  -        (126,386) 
profit or loss 
 
Expected credit losses                                7            (5,277)          (3,062) 
 
Loss on financial liabilities at fair value through   17           (1,869)          (3,618) 
profit or loss 
 
Investment Adviser's base fee                         10           (7,414)          (9,722) 
 
Administrative expenses                               10           (3,457)          (4,707) 
 
Directors' remuneration                               10             (290)            (319) 
 
Net foreign currency exchange loss                                       -          (4,897) 
 
                                                                    18,307        (152,711) 
 
Operating profit/(loss)                                             16,848        (129,184) 
 
Finance costs                                         9           (13,094)         (18,191) 
 
Profit/(loss) before taxation                                        3,754        (147,375) 
 
Withholding taxes                                     11                 -              126 
 
Profit/(loss) for the year                                           3,754        (147,249) 
 
Other comprehensive (loss)/income that will not be reclassified to the Income 
Statement 
 
Other comprehensive income that will not be reclassified to the Income 
Statement 
 
(Loss)/Gain on financial liabilities due to change    17           (1,074)            1,074 
in credit risk 
 
Total comprehensive profit/(loss) for the year                       2,680        (146,175) 
 
Weighted average number of Ordinary shares in issue   25        77,475,932       77,474,175 
during the year 
 
Basic earnings/(loss) per Ordinary share              25             4.85c        (190.06)c 
 
Diluted earnings/(loss) per Ordinary share            25             4.85c        (190.06)c 
 
All of the profits and losses presented in this statement are from continuing 
operations. 
 
The accompanying notes form an integral part of the Audited Financial 
Statements. 
 
Statement of Financial Position 
 
As at 28 February 2022 
 
                                                                 28 February  28 February 
 
                                                                        2022         2021 
 
                                                         Notes       US$'000      US$'000 
 
Assets 
 
Investments at fair value through profit or loss          12         411,568      433,224 
 
Loans at amortised cost                                   12          28,593       33,813 
 
Other receivables                                         13              70           22 
 
Cash at bank                                                          43,656       59,784 
 
Total Assets                                                         483,887      526,843 
 
Liabilities 
 
Senior debt facility                                      14          42,573       68,694 
 
Zero Dividend Preference (2022) shares                    15          75,038       74,303 
 
Loan notes                                                16          32,293            - 
 
Investment Adviser's base fee                             10             276          573 
 
Other payables                                            18           1,443        1,284 
 
Convertible Unsecured Loan Stock                          17               -       52,430 
 
Total Liabilities                                                    151,623      197,284 
 
Equity 
 
Share capital                                             19         216,650      216,625 
 
Other reserve                                             21         353,528      354,602 
 
Retained deficit                                          21       (237,914)    (241,668) 
 
Total Equity                                                         332,264      329,559 
 
Total Liabilities and Equity                                         483,887      526,843 
 
Number of Ordinary shares in issue at year end            19      77,477,214   77,474,175 
 
Basic and Diluted Net Asset Value per Ordinary share      27           $4.29        $4.25 
 
These Audited Financial Statements were approved by the Board of Directors and 
authorised for issuance on 14 June 2022. They were signed on its behalf by: 
 
David Macfarlane 
 
Chairman 
 
Sharon Parr 
 
Director 
 
The accompanying notes form an integral part of the Audited Financial 
Statements. 
 
Statement of Changes in Equity 
 
For the Year Ended 28 February 2022 
 
                                                       Share     Other   Retained 
                                                                          Deficit 
                                                     Capital   Reserve                Total 
 
                                             Notes   US$'000   US$'000    US$'000   US$'000 
 
Balance as at 1 March 2021                           216,625   354,602              329,559 
                                                                        (241,668) 
 
Profit for the year                                        -         -      3,754     3,754 
 
Loss on financial liabilities due to change   17           -   (1,074)          - 
in credit risk                                                                      (1,074) 
 
Issue of Ordinary shares                      19          25         -          -        25 
 
Balance at 28 February 2022                          216,650   353,528              332,264 
                                                                        (237,914) 
 
Comparative for the Year ended 28 February 2021 
 
                                                    Share     Other   Retained 
 
                                                  Capital   Reserve    Deficit      Total 
 
                                                  US$'000   US$'000    US$'000    US$'000 
 
Balance as at 1 March 2020                        216,625   353,528   (94,419)    475,734 
 
Loss for the year                                       -         -             (147,249) 
                                                                     (147,249) 
 
Gain on financial liabilities due to change  17         -     1,074          -      1,074 
in credit risk 
 
Balance at 28 February 2021                       216,625   354,602               329,559 
                                                                     (241,668) 
 
The accompanying notes form an integral part of the Audited Financial 
Statements. 
 
Statement of Cash Flows 
 
For the Year Ended 28 February 2022 
 
                                                                28 February  28 February 
 
                                                                       2022         2021 
 
                                                         Notes      US$'000      US$'000 
 
Cash flows from operating activities 
 
Cash inflows 
 
Realisation of investments                                12         65,799      138,336 
 
Maturity of treasury bills                                12          3,395        6,790 
 
Escrow receipts received                                  28            597        1,147 
 
Interest received from unlisted investments                               -          361 
 
Income distributions received from investments                          520          379 
 
Bank Interest received                                                  174          220 
 
Cash outflows 
 
Direct investments and capital calls                      12       (13,008)     (17,966) 
 
Purchase of treasury bills                                12        (3,395)      (6,787) 
 
Investment Adviser's base fee paid                        10        (7,711)     (10,328) 
 
Other operating expenses paid                                       (3,637)      (4,744) 
 
Investment Adviser's incentive fee paid                                   -      (2,307) 
 
Net cash inflow from operating activities                            42,734      105,101 
 
Cash flows from financing activities 
 
Advance of Loan notes                                     16         31,500            - 
 
Advance of Senior debt facility                           14         16,000            - 
 
Repayment of Senior debt facility                         14       (40,585)     (82,912) 
 
Repayment of Convertible Unsecured Loan Stock             17       (54,401)            - 
 
Finance costs paid: 
 
 Convertible Unsecured Loan Stock                                   (2,677)      (2,953) 
 
 Senior debt facility                                               (8,379)     (12,331) 
 
 Loan notes                                                           (315)            - 
 
Net cash outflow from financing activities                         (58,857)     (98,196) 
 
(Decrease)/increase in cash and cash equivalents                   (16,123)        6,905 
 
Reconciliation of Net Cash Flow to Movements in Cash and Cash Equivalents 
 
Cash at bank at beginning of year                                    59,784       52,912 
 
(Decrease)/increase in cash and cash equivalents as                (16,123)        6,905 
above 
 
Foreign exchange movements on cash balance                              (5)         (33) 
 
Cash at bank at year end                                             43,656       59,784 
 
The accompanying notes form an integral part of the Audited Financial 
Statements. 
 
Notes to the Financial Statements 
 
1.         General Information 
 
JZ Capital Partners Limited ("JZCP" or the "Company") is a Guernsey domiciled 
closed-ended investment company which was incorporated in Guernsey on 14 April 
2008 under the Companies (Guernsey) Law, 1994. The Company is now subject to 
the Companies (Guernsey) Law, 2008. The Company is classified as an authorised 
fund under the Protection of Investors (Bailiwick of Guernsey) Law 2020. The 
Company's Capital consists of Ordinary shares and Zero Dividend Preference 
("ZDP") shares. The Company had issued Convertible Unsecured Loan Stock 
("CULS"), which were redeemed on 30 July 2021. The Company's shares trade on 
the London Stock Exchange's Specialist Fund Segment ("SFS"). 
 
The Company's debt structure consists of a Senior debt facility and 
subordinated, second lien loan notes (the "Loan notes"). 
 
The Company's new investment policy, adopted in August 2020, is for the Company 
to make no further investments outside of its existing obligations or to the 
extent that investment may be made to support selected existing portfolio 
investments. The intention is to realise the maximum value of the Company's 
investments and, after repayment of all debt, to return capital to 
shareholders. The Company's previous Investment Policy was to target 
predominantly private investments and back management teams to deliver on 
attractive investment propositions. In executing this strategy, the Company 
took a long term view. The Company looked to invest directly in its target 
investments and was able to invest globally but with a particular focus on 
opportunities in the United States and Europe. 
 
The Company is currently mainly focused on supporting its investments in the 
following areas: 
 
(a) small or micro-cap buyouts in the form of debt and equity and preferred 
stock in both the US and Europe; and 
 
(b) US real estate 
 
The Company has no direct employees. For its services, the Investment Adviser 
receives a management fee as described in Note 10. The Company has no ownership 
interest in the Investment Adviser. During the period under review, the Company 
was administered by Northern Trust International Fund Administration Services 
(Guernsey) Limited. 
 
2.         Basis of Accounting and Significant Accounting Policies 
 
Statement of compliance 
 
The Financial Statements have been prepared in accordance with the 
International Financial Reporting Standards as adopted by the European Union 
("IFRS"), which comprise standards and interpretations approved by the 
International Accounting Standards Board ("IASB") together with applicable 
legal and regulatory requirements of Guernsey Law, and the SFS. 
 
Basis of preparation 
 
The Financial Statements of the Company have been prepared in accordance with 
IFRS. The Financial Statements have been prepared on a historical-cost basis, 
except for financial assets and financial liabilities held at fair value 
through profit or loss ("FVTPL"). 
 
The Financial Statements are presented in US dollars and all values are 
presented to the nearest thousand dollars ($000), except where otherwise 
indicated. The functional currency of the Company as determined in accordance 
with IFRS is the US Dollar because this is the currency that best reflects the 
economic substance of the underlying events and circumstances of the 
Company. 
 
The Company presents its Statement of Cash Flows statement on a direct-basis. 
 
The Company's Statement of Financial Position's is presented in order of 
liquidity, which provides information in a format that is deemed relevant to 
the Company. 
 
New and amended standards and interpretations 
 
There were no new standards or amendments to existing standard and 
interpretations, effective for annual periods beginning on or after 1 January 
2021, that had significant effect on the Company's Financial Statements. The 
new standards or amendments to existing standards and interpretations, 
effective from 1 March 2021, did not have a material impact of the Company's 
Financial Statements. The Company has assessed the impact of standards issued 
but not yet applicable, and have concluded that they will not have a material 
impact on the Financial Statements. 
 
Changes in accounting policy and disclosure 
 
The accounting policies adopted in the preparation of these Audited Annual 
Financial Statements have been consistently applied during the year and are 
consistent with those of the previous year, unless otherwise stated. 
 
Significant Accounting Policies 
 
Financial instruments 
 
In accordance with IFRS 9 - "Financial Instruments", the Company classifies its 
financial assets and financial liabilities at initial recognition into the 
categories of financial assets and financial liabilities discussed below. 
 
Financial assets 
 
The Company classifies its financial assets as subsequently measured at 
amortised cost or measured at FVTPL on the basis of both: 
 
-                  The entity's business model for managing the financial 
assets; and 
 
-                  The contractual cash flow characteristics of the financial 
asset. 
 
i) Financial assets measured at amortised cost 
 
A debt instrument is measured at amortised cost if it is held within a business 
model whose objective is to hold financial assets in order to collect 
contractual cash flows and its contractual terms give rise on specified dates 
to cash flows that are solely payments of principal and interest on the 
principal  amount outstanding. The Company includes in this category loans at 
amortised cost, short-term non-financing receivables and other receivables. 
 
ii) Financial assets measured at FVTPL 
 
Fair value is defined as the price that would be received to sell an asset or 
paid to transfer a liability in an orderly transaction between market 
participants at the measurement date. 
 
            ii a) Classification 
 
Financial assets classified at FVTPL are those that are managed and their 
performance evaluated on a fair value basis in accordance with the Company's 
investment strategy as documented in its prospectus. 
 
The Company includes in this category: 
 
Investments in the equity and preferred stock of micro cap, real estate and 
other investments; 
 
Investments in subsidiaries and associates: 
 
×      Investment in subsidiaries: In accordance with the exception under IFRS 
10 - "Consolidated Financial Statements", the Company does not consolidate 
subsidiaries in the financial statements unless the subsidiary is not itself an 
investment entity and its main purpose and activities are providing services 
that relate to the Company's investment activities. The Company has no 
consolidated subsidiaries. 
 
×      Investment in associates: In accordance with the exemption in IAS 28 - 
"Investments in Associates and Joint Ventures", the Company does not account 
for its investments in associates using the equity method. Instead, the Company 
has elected to measure its investments in associates at FVTPL. 
 
×      Investments in debt instruments which include investments that are held 
under a business model to manage them on a fair value basis for investment 
income and fair value gains. 
 
            ii b) Measurement 
 
Investments made by the Company are measured initially and subsequently at fair 
value, with changes in fair value taken to the Statement of Comprehensive 
Income. Transaction costs are expensed in the year in which they arise for 
those financial instruments classified at FVTPL. 
 
ii c) Fair value estimate 
 
The fair value of financial assets traded in active markets (such as publicly 
traded securities) is based on quoted market prices at the Statement of 
Financial Position date. The quoted market price used for financial assets held 
by the Company is the bid price. 
 
Unquoted preferred shares, micro cap loans, unquoted equities and equity 
related securities investments are typically valued by reference to their 
enterprise value, which is generally calculated by applying an appropriate 
multiple to the last twelve months' earnings before interest, tax, depreciation 
and amortisation ("EBITDA"). In determining the multiple, the Directors 
consider inter alia, where practical, the multiples used in recent transactions 
in comparable unquoted companies, previous valuation multiples used and where 
appropriate, multiples of comparable publicly traded companies. In accordance 
with the International Private Equity and Venture Capital Association 
("IPEVCA") valuation guidelines, a marketability discount is applied which 
reflects the discount that in the opinion of the Directors, market participants 
would apply in a transaction in the investment in question. 
 
The valuation techniques to derive the fair value of real estate interests and 
other investments are detailed in Note 5. 
 
iii) Other receivables 
 
Other receivables do not carry any interest and are short-term in nature and 
are accordingly stated at their carrying value as reduced by appropriate 
allowances for expected credit losses. 
 
iv) Cash on deposit and cash and cash equivalents 
 
Cash on deposit comprises bank deposits with an original maturity of three 
months or more. Cash and cash equivalents comprise bank balances and cash held 
by the Company, including short-term bank deposits with a maturity of three 
months or less. Cash also includes amounts held in interest-bearing overnight 
accounts. 
 
Financial liabilities 
 
For financial liabilities designated as FVTPL using the fair value option 
("FVO"), the amount of change in the fair value of such financial liabilities 
that is attributable to changes in the Company's credit risk must be presented 
in Other Comprehensive Income ("OCI"). The remainder of the change in fair 
value is presented in profit or loss, unless presentation in OCI of the fair 
value change in respect of the liability's credit risk would create or enlarge 
an accounting mismatch in profit or loss. 
 
Financial liabilities are classified according to the substance of the 
contractual arrangements entered into. Financial liabilities, other than CULS 
(see below) are recorded at the amount of proceeds received, net of issue 
costs. 
 
Financial liabilities may be designated at fair value through profit or loss 
rather than stated at amortised cost, when the Board have considered the 
appropriate accounting treatment for the specific liability. 
 
i) Financial liabilities measured at FVTPL 
 
Convertible Unsecured Loan Stock ("CULS") 
 
The CULS issued by the Company were denominated in a currency (GBP) other than 
the Company's functional currency and hence fails the 'fixed-for-fixed' 
criteria for equity classification. Rather than account for the host debt and 
embedded conversion element separately, the Company elected to account for the 
CULS in its entirety in accordance with the IFRS 9 'Fair Value Option'. 
 
The CULS' fair value was deemed to be the listed offer price at the year end. 
CULS were translated at the exchange rate at the reporting date and both 
differences in fair value due to the listed offer price and exchange rates were 
recognised in the Statement of Comprehensive Income. Changes in fair value due 
to changes in credit risk were presented as Other Comprehensive Income. 
 
ii) Financial liabilities measured at amortised cost 
 
This category includes all financial liabilities, other than those measured at 
fair value through profit or loss. The Company includes in this category, Zero 
Dividend Preference ("ZDP") shares, senior debt facility, Loan notes and other 
short-term payables. 
 
            a) Zero Dividend Preference ("ZDP") shares 
 
ZDP shares meet the definition of a financial liability in accordance with IAS 
32 - "Financial Instruments: Presentation", as the shares are redeemable at a 
fixed date and holders are entitled to a fixed return. ZDP shares are recorded 
at amortised cost using the effective interest rate method. 
 
            b) Senior debt facility 
 
The loan is recorded at amortised cost using the effective interest rate 
method. 
 
            c) Loan notes 
 
Loan Notes are recorded at amortised cost using the effective interest rate 
method. 
 
            d) Other payables 
 
Other payables (include the accrual of Investment Adviser's fees) are 
classified as financial liabilities at amortised cost. Other payables are not 
interest-bearing and are stated at their nominal value. 
 
Equity 
 
Equity is classified according to the substance of the contractual arrangements 
entered into. An equity instrument is any contract that evidences a residual 
interest in the assets of the Company after deducting all of its liabilities. 
Equity are recorded at the amount of proceeds received, net of issue costs. 
Ordinary Shares are classified as equity in accordance with IAS 32 - "Financial 
Instruments: Presentation" as these instruments include no contractual 
obligation to deliver cash and the redemption mechanism is not mandatory. 
 
Interest revenue 
 
Interest revenues are recognised in the Statement of Comprehensive Income for 
all interest-bearing financial instruments using the effective interest 
method. 
 
Dividend income 
 
Dividend income is recognised when the Company's right to receive payment is 
established. When there is reasonable doubt that income due to be received will 
actually be received, such income is not accrued until it is clear that its 
receipt is probable. Where, following an accrual of income, receipt becomes 
doubtful, the accrual is either fully or partly written off until the 
reasonable doubt is removed. 
 
Expenses 
 
All expenses are recognised in the Statement of Comprehensive Income on an 
accruals basis. 
 
Finance costs 
 
Finance costs are interest expenses in respect of the ZDP shares, Senior debt 
facility and Loan Notes, and are recognised in the Statement of Comprehensive 
Income using the effective interest rate method. 
 
Escrow accounts 
 
Where investments are disposed of, the consideration given may include 
contractual terms requiring that a percentage of the consideration is held in 
an escrow account pending resolution of any indemnifiable claims that may arise 
and as such the value of these escrow amounts is not immediately known. The 
Company records gains realised on investments held in escrow in the Statement 
of Comprehensive Income following confirmation that any such indemnifiable 
claims have been resolved and none is expected in the future. 
 
Taxation 
 
The Company has been granted Guernsey tax exempt status in accordance with The 
Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (as amended). However, in 
some jurisdictions, investment income and capital gains are subject to 
withholding tax deducted at the source of the income. The Company presents the 
withholding tax separately from the gross investment income in the Statement of 
Comprehensive Income. 
 
3.         Estimates and Judgements 
 
The preparation of the Company's financial statements requires management to 
make estimates, judgements, and assumptions that affect the reported amounts 
recognised in the financial statements. However, uncertainty about these 
assumptions and estimates could result in outcomes that could require a 
material adjustment to the carrying amount of the asset or liability affected 
in future periods. 
 
The following are the key judgements and other key sources of estimation 
uncertainty at the end of the reporting year, that have a significant risk of 
causing a material adjustment to the carrying amounts of assets and liabilities 
within the next financial year: 
 
Estimates 
 
Fair Value of Investments at Fair Value Through Profit or Loss 
 
Certain investments are classified as FVTPL, and valued accordingly, as 
disclosed in Note 2. The key source of estimation uncertainty is on the 
valuation of unquoted equities, equity-related securities and real estate 
investments. 
 
In reaching its valuation of the unquoted equities, equity-related securities 
and real estate investments, the key estimates management has to make are those 
relating to the multiples, discount factors and real estate valuation factors 
(Note 5) used in the valuation models. 
 
Expected Credit Losses ("ECL") 
 
Certain financial assets are classified as Loans at Amortised cost, and valued 
accordingly as disclosed in Note 2. The key source of estimation uncertainty is 
on the various default scenarios for prescribed future periods and the 
probability of each scenario occurring which are considered when estimating the 
ECLs. 
 
Judgements 
 
Assessment as an Investment Entity 
 
Entities that meet the definition of an investment entity within IFRS 10 are 
required to measure their subsidiaries at fair value through profit or loss 
rather than consolidate them. The criteria which define an investment entity 
are as follows: 
 
×      An entity that obtains funds from one or more investors for the purpose 
of providing those investors with investment services; 
 
×      An entity that commits to its investors that its business purpose is to 
invest funds solely for returns from capital appreciation, investment income or 
both; and 
 
×      An entity that measures and evaluates the performance of substantially 
all of its investments on a fair value basis. 
 
The Company has a wide range of investors; through its Investment Adviser 
management services it enables investors to access private equity, real estate 
and similar investments. 
 
The Company's objective to provide a "significant capital appreciation" is 
consistent with that of an investment entity. The Company has clearly defined 
exit strategies for each of its investment classes, these strategies are again 
consistent with an investment entity. 
 
The management of JZCP, measure and evaluate the performance of its investments 
on a fair value basis. 
 
The Board has also concluded that the Company meets the additional 
characteristics of an investment entity, in that it has more than one 
investment; the investments are predominantly in the form of equities and 
similar securities and it has more than one investor. 
 
Investment in Associates 
 
An associate is an entity over which the Company has significant influence. An 
entity is regarded as a subsidiary only if the Company has control over its 
strategic, operating and financial policies and intends to hold the investment 
on a long-term basis for the purpose of securing a contribution to the 
Company's activities. The Directors have determined that although the Company 
has over 50% economic interest in EuroMicrocap Fund 2010, L.P. and JZI Fund III 
GP, L.P1., it does not have the power to govern the financial and operating 
policies of the entities, but does have significant influence over the 
strategic, operating and financial policies. The Company also has significant 
influence over the strategic, operating and financial policies of Spruceview 
Capital Partners, LLC and JZHL Secondary Fund. 
 
In accordance with the exemption within IAS 28 - "Investments in Associates and 
Joint Ventures", the Company does not account for its investment in 
EuroMicrocap Fund 2010, L.P., JZHL Secondary Fund, JZI Fund III GP, L.P. and 
Spruceview Capital Partners, LLC using the equity method. Instead, the Company 
has elected to measure its investment in its associates at FVTPL. 
 
 1JZCP holds indirectly a 18.75% partnership interest in JZI Fund III, L.P. 
through its interest in JZI Fund III GP, L.P. 
 
Going Concern 
 
A fundamental principle of the preparation of financial statements in 
accordance with IFRS is the judgement that an entity will continue in existence 
as a going concern for a period of at least 12 months from signing of the 
financial statements, which contemplates continuity of operations and the 
realisation of assets and settlement of liabilities occurring in the ordinary 
course of business. 
 
Due to the uncertainty that the Company will not have sufficient liquidity to 
repay its Loan notes (due 11 September 2022) and redeem its ZDP shares (due 1 
October 2022), there is a material uncertainty which casts significant doubt on 
the ability of the Company to continue as a going concern. However, the 
Financial Statements for the year ended 28 February 2022 have been prepared on 
a going concern basis given the Board's assessment of future realisations and 
likelihood that, should it be necessary, agreement would be able to be reached 
with debt providers which would allow the timely repayment of its obligations, 
including the redemption of its ZDP shares. The Board, with recommendation from 
the Audit Committee, has a reasonable expectation that the Company has adequate 
resources to continue in operational existence for the foreseeable future. 
 
In reaching its conclusion, the Board has considered the risks that could 
impact the Company's liquidity over the period from 14 June 2022 to 30 June 
2023 (the "going concern period") being approximately 12 months from the 
signing of the Financial Statements. 
 
As part of their assessment the Audit Committee highlighted the following key 
consideration: 
 
Whether the Company can generate sufficient cash through realisations of its 
underlying investments to discharge its liabilities over the period to 30 June 
2023 or failing to do so can agree terms with its debt providers to repay its 
obligations, including the redemption of its ZDP shares, over an extended 
timeframe. 
 
In summary, the Company's key outstanding debt obligations during the going 
concern period are: 
 
            (i) $31.5 million of Subordinated Notes due 11 September 2022; and 
 
            (ii) Approximately $77.3 million of ZDP shares due 1 October 2022, 
being £57.6 million translated at the year end exchange rate. 
 
The Company needs to generate realisation proceeds of approximately $90 million 
during the going concern period of which $70 million is required before 1 
October 2022 to enable the settlement of the debt obligations on their due 
date. 
 
Key financing activities during the year 
 
On 30 July 2021, the Company redeemed its CULS totalling £38.9 million ($54 
million) on their maturity and entered into a note purchase agreement with  the 
founders and principals of the Company's investment adviser, for the Company to 
issue subordinated, second lien loan notes (the "Loan Notes") of additional 
financing totalling $31.5 million. 
 
On 26 January 2022, the Company entered into an agreement with a New Senior 
Lender replacing the Company's previous senior debt facility. The key 
highlights of the new facility are as follows: 
 
×      Extended maturity date on five year term (26 January 2027 previously 12 
June 2022); 
 
×      Lower interest rate reducing future finance costs; 
 
×      Allowance for the repayment of the Loan notes and ZDP shares assuming 
the required asset coverage is maintained; and 
 
×      Ability to draw down a further $25 million from time to time in its 
discretion, provided certain conditions are met, in the 24 month period 
following the closing date. 
 
Update on material liabilities due for settlement 
 
The below table shows the Company's net debt position at the year end and the 
previous two year ends: 
 
                                                  28.2.2022   28.2.2021   29.2.2020 
 
                                                    $'000       $'000       $'000 
 
Senior Debt Facility - extended maturity date        42,573      68,694     150,362 
26 January 2027 
 
ZDP shares - maturity date 1 October                 77,281      80,527      73,569 
20221 
 
Loan notes - maturity date 11                        32,293           -           - 
September 2022 
 
CULS (£38.9 million) - maturity date                      -      54,332      49,637 
30 July 2021 
 
                                                    152,147     203,553     273,568 
 
Cash and cash equivalents held                       47,050      63,178      56,298 
 
Net debt position                                   105,097     140,375     217,270 
 
1Forecast ZDP maturity Dollar amount is the total redemption amount of £ 
57.6million translated using the 28.2.2022 year end rate being £1/$1.34175. 
 
Realisations 
 
The Company's ability to repay the above debt obligations remains dependent 
upon the Company achieving sufficient realisations of its assets within the 
relevant timeframes. During the year ended 28 February 2022, the Company had 
realisations of investments totalling $65.8 million (2021:$139.5 million and 
2020: $148.2 million). 
 
Realisations and refinancings during the last three fiscal years are as 
follows: 
 
                    Year End                       Year End                         Year End 
 
                    28.2.2022                     28.2.2021                         29.2.2020 
 
                    $ million                     $ million                         $ million 
 
Salter Labs    U.S.   41.1    Secondary     U.S.     87.7    Avante          U.S.     37.5 
                              Sale 
 
George         U.S.    9.5    Real Estate            13.6    Orizon          U.S.     28.0 
Industries 
 
Orangewood     U.S.    6.2    ABTA          U.S.     9.4     Waterline       U.S.     23.3 
Fund                                                         Renewal 
 
Igloo          U.S.    3.8    Eliantus      Euro     9.4     Priority        U.S.     18.5 
                                                             Express 
 
Vitalyst       U.S.    1.9    K2 Towers II  Euro     9.2     Felix Storch    U.S.     14.0 
 
EMC 2010       Euro    2.2    Other         U.S.     9.0     Other           U.S.      8.7 
 
Fund III       Euro    1.1    Cerpi        Other     1.2     Fund III        Euro     13.6 
 
                                                             Real estate               4.6 
 
                      65.8                          139.5                             148.2 
 
Considering the Company's projected cash position, including the Company's 
ongoing operating costs and the  anticipated further investment required to 
support the Company's portfolio, the Board anticipates further proceeds of 
approximately $90 million are required from the realisation of investments 
during the going concern period, to enable the Company to settle its debts as 
they fall due. Of this amount approximately $70 million is required before 1 
October 2022 to enable settlement of the ZDP shares. The required amounts from 
realisations assumes the drawdown of the further $25 million available under 
the terms of the senior debt facility. 
 
The Company's investment adviser, JZAI, is currently pursuing various 
opportunities to realise value, and these forecast realisations include several 
anticipated sales of micro-cap companies. 
 
The Board continues to consider the levels of realisation proceeds historically 
generated by the Company's micro-cap portfolios as well as the accuracy of 
previous forecasts whilst concluding on the predicted accuracy of forecasts 
presented. 
 
The Board recognises that, the raising of the required total realisation amount 
is a considerable task but remains confident in the value of its underlying 
micro-cap investments. This is supported by the completed post year end 
realisation, above NAV, of Flow Control LLC (JZHL Secondary Fund's portfolio 
company) and the agreement of a further sale of a portfolio company of the 
Secondary Fund as announced on 23 May 2022. This sale, is anticipated to result 
in the receipt of approximately $89-$94 million from the Secondary Fund. 
However, the Board notes that the completion of the sale remains subject to 
certain conditions, and at the time of signing there can be no assurance that 
these conditions will be satisfied and accordingly, that completion of the sale 
and subsequent distribution will occur. 
 
Other than the realisation of Flow Control LLC, which did not result in a cash 
distribution to JZCP from the Secondary Fund, there were no further completed 
realisations post year end to the date of these Financial Statements were 
approved. 
 
The restructuring of the Company's debt structure during the year affords the 
Company time to realise its remaining investments within a timeframe that will 
help maximise the portfolio's value. Should sufficient realisations proceeds 
not be raised, within the going concern period to meet the Company's debt 
liabilities, the Board is confident the Company can work with its lenders to 
ensure alternative financing plans are in place to extend the timeframe over 
which its debt obligations are repaid. 
 
Going Concern Conclusion 
 
After careful consideration and based on the reasons outlined above, the Board 
is satisfied, as at the date of the signing of the Annual Report and Financial 
Statements, that it is appropriate to adopt the going concern basis in 
preparing the financial statements and they have a reasonable expectation that 
the Company will continue in existence as a going concern for the period ending 
30 June 2023. 
 
However, the Board has concluded that the following consideration creates a 
material uncertainty which casts significant doubt over the ability of the 
Company to continue as a Going Concern, being: 
 
Whether the Company can generate sufficient cash through realisations of its 
underlying investments to discharge its liabilities over the period to 30 June 
2023 or failing to do so can agree terms with its debt providers to repay its 
obligations, including the redemption of its ZDP shares, over an extended 
timeframe. 
 
The Financial Statements do not include any adjustments that might result from 
the outcome of this uncertainty. 
 
4.         Segment Information 
 
The Investment Manager is responsible for allocating resources available to the 
Company in accordance with the overall business strategies as set out in the 
Investment Guidelines of the Company. The Company is organised into the 
following segments: 
 
×      Portfolio of US micro-cap investments 
 
×      Portfolio of European micro-cap investments 
 
×      Portfolio of Real estate investments 
 
×      Portfolio of Other investments - (not falling into above categories) 
 
The investment objective of each segment is to achieve consistent medium-term 
returns from the investments in each segment while safeguarding capital by 
investing in a diversified portfolio. 
 
Investments in treasury bills and corporate bonds are not considered as part of 
the investment strategy and are therefore excluded from this segmental 
analysis. 
 
Segmental Profit/(Loss) 
 
 For the year ended 28 February 2022             US   European       Real        Other 
 
                                          Micro-Cap  Micro-Cap     Estate  Investments      Total 
 
                                           US$ '000   US$ '000   US$ '000     US$ '000   US$ '000 
 
 Interest revenue                            13,667      2,583          -            -     16,250 
 
 Other portfolio income                         520          -          -            -        520 
 
 Total segmental income                      14,187      2,583          -            -     16,770 
 
 Net gain/(loss) on investments at           28,723   (11,400)        221         (14)     17,530 
 FVTPL 
 
 Expected credit losses                           -    (5,277)          -            -    (5,277) 
 
 Realisations from investments held in          597          -          -            -        597 
 Escrow 
 
 Investment Adviser's base fee              (4,106)    (1,742)      (317)        (348)    (6,513) 
 
Total segmental operating profit/(loss)      39,401   (15,836)       (96)        (362)     23,107 
 
For the year ended 28 February 2021              US   European       Real        Other 
 
                                          Micro-Cap  Micro-Cap     Estate  Investments      Total 
 
                                           US$ '000   US$ '000   US$ '000     US$ '000   US$ '000 
 
 Interest revenue                            19,132      2,638          -            -     21,770 
 
 Other portfolio income                         379          -          -            -        379 
 
 Total segmental income                      19,511      2,638          -            -     22,149 
 
 Net (loss)/gain on investments at         (13,772)     11,819                    (13) 
 FVTPL                                                          (124,420)               (126,386) 
 
 Expected credit losses                           -    (3,062)          -            -    (3,062) 
 
 Realisations from investments held in        1,147          -          -            -      1,147 
 Escrow 
 
 Withholding tax                                126          -          -            -        126 
 
 Investment Adviser's base fee              (5,839)    (1,642)    (1,187)        (346)    (9,014) 
 
Total segmental operating profit/(loss)       1,173      9,753  (125,607)        (359)  (115,040) 
 
Certain income and expenditure is not considered part of the performance of an 
individual segment. This includes net foreign exchange gain/(loss), gain/(loss) 
on financial liabilities at fair value through profit or loss, interest on 
cash, finance costs, and expenses other than the Investment Adviser fees which 
can be allocated to an individual segment. 
 
The following table provides a reconciliation between total segmental operating 
profit/(loss) and operating profit/(loss) less withholding tax. 
 
                                                                      28.2.2022  28.2.2021 
 
                                                                       US$ '000   US$ '000 
 
Total Segmental Operating Profit/                                        23,107 
(Loss)                                                                           (115,040) 
 
Loss on financial liabilities at fair value through profit              (1,869)    (3,618) 
or loss 
 
Net foreign exchange gain/(loss)                                             84    (4,897) 
 
Fees payable to Investment Adviser based on non-segmental                 (901)      (708) 
assets 
 
Expenses not attributable to segments                                   (3,747)    (5,026) 
 
Interest on cash                                                            174        220 
 
Interest on treasury notes and                                                -         11 
corporate bonds 
 
Operating profit/(loss) less                                             16,848 
withholding tax                                                                  (129,058) 
 
The following table provides a reconciliation between total segmental income 
and total income which comprises the Company's income from investments and bank 
deposits. 
 
                                                                      28.2.2022  28.2.2021 
 
 Total segmental income                                                US$ '000   US$ '000 
 
                                                                         16,770     22,149 
 
 Non-segmental income 
 
 Interest on treasury bills                                                   -         11 
 
 Bank and deposit interest                                                  174        220 
 
 Total income                                                            16,944     22,380 
 
 
 
Segmental Net Assets                             US        European           Real            Other 
The Company's segmental net 
assets 
At 28 February 2022 
 
                                          Micro-Cap       Micro-Cap         Estate      Investments          Total 
 
Segmental assets                           US$ '000        US$ '000       US$ '000         US$ '000       US$ '000 
 
Investments at FVTPL                        284,162          76,882         23,597           23,533        408,174 
 
Loans at amortised cost                           -          28,593              -                -         28,593 
 
Total segmental assets                      284,162         105,475         23,597           23,533        436,767 
 
Segmental liabilities 
 
Payables and accrued expenses           (551)            (72)           (11)            (14)           (648) 
 
Total segmental liabilities             (551)            (72)           (11)            (14)           (648) 
 
Total segmental net assets            283,611         105,403         23,586          23,519         436,119 
 
At 28 February 2021                               US        European           Real            Other 
 
                                           Micro-Cap       Micro-Cap         Estate      Investments         Total 
 
Segmental assets                     US$ '000        US$ '000       US$ '000        US$ '000        US$ '000 
 
Investments at FVTPL                  299,339          83,968         23,376          23,147         429,830 
 
Loans at amortised cost                     -          33,813              -               -          33,813 
 
Total segmental assets                299,339         117,781         23,376          23,147         463,643 
 
Segmental liabilities 
 
Payables and accrued expenses           (771)           (101)           (43)            (21)           (936) 
 
Total segmental liabilities             (771)           (101)           (43)            (21)           (936) 
 
Total segmental net assets            298,568         117,680         23,333          23,126         462,707 
 
 
Treasury Bills, Cash at bank and cash equivalents and prepayments are not 
considered to be part of individual segment assets. Certain liabilities are not 
considered to be part of the net assets of an individual segment. These include 
custodian and administration fees payable, directors' fees payable and other 
payables and accrued expenses. 
 
The following table provides a reconciliation between total segmental assets/ 
liabilities and total assets/liabilities. 
 
                                                                       28.2.2022  28.2.2021 
 
                                                                        US$ '000   US$ '000 
 
Total Segmental Assets                                                   436,767    463,643 
 
Non Segmental Assets 
 
Cash at bank                                                              43,656     59,784 
 
Treasury bills                                                             3,394      3,394 
 
Other receivables                                                             70         22 
 
Total Assets                                                             483,887    526,843 
 
Total Segmental Liabilities                                                (648)      (936) 
 
Non Segmental Liabilities 
 
Senior debt facility                                                    (42,573)   (68,694) 
 
Zero Dividend Preference (2022) shares                                  (75,038)   (74,303) 
 
Loan notes                                                              (32,293)          - 
 
Convertible Unsecured Loan Stock                                               -   (52,430) 
 
Other payables                                                           (1,071)      (921) 
 
Total Liabilities                                                      (151,623)  (197,284) 
 
Total Net Assets                                                         332,264    329,559 
 
5.         Fair Value of Financial Instruments 
 
The Company classifies fair value measurements of its financial instruments at 
FVTPL using a fair value hierarchy that reflects the significance of the inputs 
used in making the measurements. The financial assets valued at FVTPL are 
analysed in a fair value hierarchy based on the following levels: 
 
Level 1 
 
Quoted prices (unadjusted) in active markets for identical assets or 
liabilities. 
 
Level 2 
 
Those involving inputs other than quoted prices included within Level 1 that 
are observable for the asset or liability, either directly (that is, as prices) 
or indirectly (that is, derived from prices).  For example, investments which 
are valued based on quotes from brokers (intermediary market participants) are 
generally indicative of Level 2 when the quotes are executable and do not 
contain any waiver notices indicating that they are not necessarily tradeable. 
Another example would be when assets/liabilities with quoted prices, that would 
normally meet the criteria of Level 1, do not meet the definition of being 
traded on an active market. 
 
Level 3 
 
Those involving inputs for the asset or liability that are not based on 
observable market data (that is, unobservable inputs). Investments in JZCP's 
portfolio valued using unobservable inputs such as multiples, capitalisation 
rates, discount rates fall within Level 3. 
 
Differentiating between Level 2 and Level 3 fair value measurements i.e., 
assessing whether inputs are observable and whether the unobservable inputs are 
significant, may require judgement and a careful analysis of the inputs used to 
measure fair value including consideration of factors specific to the asset or 
liability. 
 
The following table shows the financial instruments at FVTPL by fair value 
hierarchy category: 
 
Financial assets at 28 February 2022                    Level 1  Level 2   Level 3     Total 
 
                                                       US$ '000      US$  US$ '000  US$ '000 
                                                                    '000 
 
US micro-cap                                                  -        -   284,162   284,162 
 
European micro-cap                                            -        -    76,882    76,882 
 
Real estate                                                   -        -    23,597    23,597 
 
Other                                                         -        -    23,533    23,533 
investments 
 
Listed                                                    3,394        -         -     3,394 
investments 
 
                                                          3,394        -   408,174   411,568 
 
Financial assets at 28 February 2021                    Level 1  Level 2   Level 3     Total 
 
                                                       US$ '000      US$  US$ '000  US$ '000 
                                                                    '000 
 
US micro-cap                                                  -        -   299,339 
                                                                                     299,339 
 
European micro-cap                                            -        -    83,968    83,968 
 
Real estate                                                   -        -    23,376    23,376 
 
Other                                                         -        -    23,147    23,147 
investments 
 
Listed                                                    3,394        -         -     3,394 
investments 
 
                                                          3,394        -   429,830   433,224 
 
Financial liabilities designated at fair value through profit or loss at 
inception 
 
Financial liabilities at 28 February 2022               Level 1  Level 2   Level 3     Total 
 
                                                       US$ '000      US$  US$ '000  US$ '000 
                                                                    '000 
 
Convertible Unsecured Loan Stock                              -        -         -         - 
 
                                                              -        -         -         - 
 
Financial liabilities at 28 February 2021               Level 1  Level 2   Level 3     Total 
 
                                                       US$ '000      US$  US$ '000  US$ '000 
                                                                    '000 
 
Convertible Unsecured Loan Stock                              -   52,430         -    52,430 
 
                                                              -   52,430         -    52,430 
 
It was concluded that market transactions for the CULS did not take place with 
sufficient frequency and volume to provide adequate pricing information on an 
ongoing basis and therefore did not justify a Level 1 categorisation. 
Therefore, it was considered the CULS were not traded in an active market and 
were therefore categorised at Level 2 as defined by IFRS. The CULS were valued 
at fair value being the listed offer price at the year end. Given the illiquid 
nature of the instruments, the Company considered the potential need to apply 
an adjustment to the listed offer price. 
 
Valuation techniques 
 
In valuing investments in accordance with IFRS, the Board follows the 
principles as detailed in the IPEVCA guidelines. 
 
When fair values of listed equity and debt securities at the reporting date are 
based on quoted market prices or binding dealer price quotations (bid prices 
for long positions), without any deduction for transaction costs, the 
instruments are included within Level 1 of the hierarchy. 
 
Investments for which there are no active markets are valued according to one 
of the following methods: 
 
Real estate 
 
JZCP makes its real estate investments through a wholly-owned subsidiary, which 
in turn owns interests in various residential, commercial, and development real 
estate properties. The net asset value of the subsidiary is used for the 
measurement of fair value. The underlying fair value of JZCP's Real Estate 
holdings, however, is represented by the properties themselves. The Company's 
Investment Adviser and Board review the fair value methods and measurement of 
the underlying properties on a quarterly basis. Where available, the Company 
will use third party appraisals on the subject property, to assist the fair 
value measurement of the underlying property. Third-party appraisals are 
prepared in accordance with the Appraisal and Valuation Standards (6th edition) 
issued by the Royal Institution of Chartered Surveyors. Fair value techniques 
used in the underlying valuations are: 
 
 - Use of comparable market values per square foot of properties in recent 
transactions in the vicinity in which the property is located, and in similar 
condition, of the relevant property, multiplied by the property's square 
footage. 
 
 - Discounted Cash Flow ("DCF") analysis, using the relevant rental stream, 
less expenses, for future periods, discounted at a Market Capitalisation ("MC") 
rate, or interest rate. 
 
 - Relevant rental stream less expenses divided by the market capitalization 
rate; this method approximates the enterprise value construct used for non-real 
estate assets. 
 
 - Income capital approach using the relevant sell out analysis, less expenses 
and costs. 
 
For each of the above techniques third party debt is deducted to arrive at fair 
value. 
 
The valuations obtained in relation to the real estate portfolio are dated 31 
December 2021. Subsequent discussions with appraisers indicate there would be 
no significant change in property values between 31 December 2021 and 28 
February 2022. Due to the inherent uncertainties of real estate valuation, the 
values reflected in the financial statements may differ significantly from the 
values that would be determined by negotiation between parties in a sales 
transaction and those differences could be material. 
 
Unquoted preferred shares, unquoted equities and equity related securities 
 
Unquoted equities and equity related securities investments are classified in 
the Statement of Financial Position as Investments at fair value through profit 
or loss. These investments are typically valued by reference to their 
enterprise value, which is generally calculated by applying an appropriate 
multiple to the last twelve months' earnings before interest, tax, depreciation 
and amortisation ("EBITDA"). In determining the multiple, the Board consider 
inter alia, where practical, the multiples used in recent transactions in 
comparable unquoted companies, previous valuation multiples used and where 
appropriate, multiples of comparable publicly traded companies. In accordance 
with IPEVCA guidelines, a marketability discount is applied which reflects the 
discount that in the opinion of the Board, market participants would apply in a 
transaction in the investment in question. The increase of the fair value of 
the aggregate investment is reflected through the unquoted equity component of 
the investment and a decrease in the fair value is reflected across all 
financial instruments invested in an underlying company. 
 
In respect of unquoted preferred shares the Company values these investments at 
fair value by reference to the attributable enterprise value as the exit 
strategy in respect to these investments would be a one tranche disposal 
together with the equity component. The fair value of the investment is 
determined by reference to the attributable enterprise value reduced by senior 
debt and marketability discount. 
 
Micro-cap loans 
 
Investments in micro-cap debt are valued at fair value by reference to the 
attributable enterprise value when the Company also holds an equity position in 
the investee company. 
 
When the Company invests in micro-cap loans and does not hold an equity 
position in the underlying investee company these loans are valued at amortised 
cost in accordance with IFRS 9 (Note 2). The carrying value at amortised cost 
is considered to approximate to fair value. 
 
Other Investments 
 
Other investments at year end, comprise of mainly the Company's investment in 
the asset management business -Spruceview Capital Partners ("Spruceview"). 
Spruceview is valued using a valuation model which considers a forward looking 
revenue approach. Previously, Spruceview was valued using a valuation model 
which considers both current assets under management ("AUM") and the potential 
for new AUM. The Board considers the new approach to be more consistent with 
the valuation methods used by peer companies. 
 
Quantitative information of significant unobservable inputs and sensitivity 
analysis to significant changes in unobservable inputs within Level 3 hierarchy 
 
The significant unobservable inputs used in fair value measurement categorised 
within Level 3 of the fair value hierarchy together with a quantitative 
sensitivity as at 28 February 2022 and 28 February 2021 are shown below: 
 
                   Value                                                                   Effect on Fair 
                                                                                                    Value 
               28.2.2022          Valuation   Unobservable  Range (weighted Sensitivity 
                                                                   average) 
                 US$'000          Technique          input                         used           US$'000 
 
 US micro-cap    284,162             EBITDA Average EBITDA     7.0x - 13.5x                        23,998 
 investments                       Multiple    Multiple of           (9.0x)             (23,876) 
                                                     Peers 
 
                                               Discount to 5% - 30% (14.7%)                        31,887 
                                                   Average                              (32,217) 
                                                  Multiple 
 
 European         76,286             EBITDA Average EBITDA     5.5x - 14.2x 
 micro-cap                         Multiple    Multiple of           (9.4x)              (5,293)    5,293 
 investments                                         Peers 
 
                                               Discount to   2% - 50% (23%) 
                                                   Average                               (4,533)    4,533 
                                                  Multiple 
 
 Real estate      23,597          Cap Rate/ Capitalisation      5.25%-5.75%     +50bps/  (5,338)    6,552 
 1,2                                 Income           Rate          (5.56%)      -50bps 
                                   Approach 
 
 Other            22,324            Forward        Revenue     $8.3 million              (2,187)    1,824 
 investments3                       looking       Multiple 
                                    Revenue 
                                   Approach                            5.3x              (2,206)    1,809 
 
                 Value                        Unobservable  Range (weighted Sensitivity    Effect on Fair 
               28.2.2021                                           average)                         Value 
 
                US$'000                              input                         used           US$'000 
 
 US micro-cap    299,339             EBITDA Average EBITDA     7.5x - 13.5x -0.5x/+0.5x            22,859 
 investments                       Multiple    Multiple of           (9.6x)             (26,888) 
                                                     Peers 
 
                                               Discount to  10% - 30% (17%)     +5%/-5%            35,604 
                                                   Average                              (36,420) 
                                                  Multiple 
 
 European         80,689             EBITDA Average EBITDA     7.4x - 14.0x              (4,615)    4,597 
 micro-cap                         Multiple    Multiple of          (10.0x) 
 investments                                         Peers 
 
                                               Discount to  11% - 69% (29%)              (4,225)    4,205 
                                                   Average 
                                                  Multiple 
 
 Real             23,376          Cap Rate/ Capitalisation      5.25%-6.25%     +50bps/  (7,925)    9,834 
 estate1,2                           Income           Rate          (5.94%)      -50bps 
                                   Approach 
 
 Other            21,938                AUM            AUM     $3.8 Billion              (4,989)    4,989 
 investments                       Approach 
 
                                              % Applied to             2.3%              (2,194)    2,194 
                                                       AUM 
 
1 The Fair Value of JZCP's investment in financial interests in Real Estate is 
measured as JZCP's percentage interest in the value of the underlying 
properties. 
 
2 Sensitivity is applied to the property value and then the debt associated to 
the property is deducted before the impact to JZCP's equity value is 
calculated. Due to gearing levels in the property structures an increase in the 
sensitivity of measurement metrics at property level will result in a 
relatively greater impact at JZCP's equity level. 
 
3 JZCP's investment in Spruceview. 
 
The following table shows a reconciliation of all movements in the fair value 
of financial instruments categorised within Level 3 between the beginning and 
the end of the reporting year. 
 
Year ended 28 February 2022                     US    European       Real        Other 
 
                                         Micro-Cap   Micro-Cap     Estate  Investments      Total 
 
                                          US$ '000    US$ '000   US$ '000     US$ '000   US$ '000 
 
At 1 March 2021                            299,339      83,968     23,376       23,147    429,830 
 
Investments in year including capital        4,898       7,647          -          400     12,945 
calls 
 
Payment In Kind ("PIK")                     14,190           -          -            -     14,190 
 
Proceeds from investments realised        (62,466)     (3,333)          -            -   (65,799) 
 
Net gains/(losses) on investments           28,723    (11,400)        221         (14)     17,530 
 
Movement in accrued interest                 (522)           -          -            -      (522) 
 
At 28 February 2022                        284,162      76,882     23,597       23,533    408,174 
 
Year ended 28 February 2021                     US    European       Real        Other 
 
                                         Micro-Cap   Micro-Cap     Estate  Investments      Total 
 
                                          US$ '000    US$ '000   US$ '000     US$ '000   US$ '000 
 
At 1 March 2020                            404,880      71,619    158,712       22,603    657,814 
 
Investments in year including capital        3,629       9,858      2,639        1,840     17,966 
calls 
 
Payment In Kind ("PIK")                     20,027           -          -            -     20,027 
 
Proceeds from investments realised       (114,170)     (9,328)   (13,555)      (1,283) 
                                                                                        (138,336) 
 
Net (losses)/gains on investments         (13,772)      11,819                    (13) 
                                                                (124,420)               (126,386) 
 
Movement in accrued interest               (1,255)           -          -            -    (1,255) 
 
At 28 February 2021                        299,339      83,968     23,376       23,147    429,830 
 
Fair value of Zero Dividend Preference ("ZDP") shares 
 
The fair value of the ZDP shares is deemed to be their quoted market price. As 
at 28 February 2022, the offer price for the ZDP (2022) shares was £4.74 (28 
February 2021: £3.80) and the total fair value of the ZDP shares was 
$75,732,000 (28 February 2021: $63,263,000) which is $694,000 higher (28 
February 2021: $11,040,000 lower) than the liability recorded in the Statement 
of Financial Position. 
 
ZDP shares are recorded at amortised cost and would fall in to the Level 2 
hierarchy if valued at FVTPL. 
 
6.         Net Gain/(Loss) on Investments at Fair Value Through Profit or Loss 
 
                                                                             Year       Year 
                                                                            Ended      Ended 
 
                                                                        28.2.2022  28.2.2021 
 
                                                                         US$ '000   US$ '000 
 
Net gain/(loss) on investments held in investment portfolio at 
year end 
 
Net movement in unrealised gains/(loss) positions                          71,242    199,715 
during the year 
 
Net unrealised loss in prior years now                                   (54,048)  (215,285) 
realised 
 
Net unrealised gain/(loss) on investments held at                          17,194   (15,570) 
the year end 
 
Gains/(loss) on investments realised in 
the year 
 
Proceeds from investments realised                                         65,799    179,301 
 
Cost of investments 
realised                                                                (119,511)  (505,402) 
 
Net realised                                                             (53,712) 
loss                                                                               (326,101) 
 
Net unrealised loss in prior years now                                     54,048    215,285 
realised 
 
Total gain/(loss) in the year on investments                                  336 
realised                                                                           (110,816) 
 
Net gain/(loss) on investments during                                      17,530 
the year                                                                           (126,386) 
 
The losses recorded for the year ended 28 February 2021 are predominantly 
attributable to valuation write downs in the Company's real estate 
portfolio. 
 
7.         Expected Credit Losses 
 
                                                                        Year       Year 
                                                                       Ended      Ended 
 
                                                                   28.2.2022  28.2.2021 
 
                                                                    US$ '000   US$ '000 
 
Impairments on loans during                                            5,277      3,062 
year 
 
Expected Credit Losses ("ECLs") are recognised in three stages. Stage one being 
for credit exposures for which there has not been a significant increase in 
credit risk since initial recognition, ECLs are provided for credit losses that 
result from default events that are possible within the next 12-months (a 
12-month ECL). Stage two being for those credit exposures for which there has 
been a significant increase in credit risk since initial recognition, a loss 
allowance is required for credit losses expected over the remaining life of the 
exposure, irrespective of the timing of the default (a lifetime ECL). Stage 
three being credit exposures which are considered credit-impaired, interest 
revenue is calculated based on the amortised cost (i.e. the gross carrying 
amount less the loss allowance).  Financial assets in this stage will generally 
be assessed individually. Lifetime expected credit losses are recognised on 
these financial assets. 
 
                                                                         Year       Year 
                                                                        Ended      Ended 
 
                                                                    28.2.2022  28.2.2021 
 
                                                                     US$ '000   US$ '000 
 
Impairment on loans classified as                                       1,892        815 
Stage 1 
 
Impairment on loans classified as                                           -      2,247 
Stage 2 
 
Impairment on loans classified as                                       3,385          - 
Stage 3 
 
Total impairment on loans during                                        5,277      3,062 
the year 
 
8.         Investment Income 
 
                                                                   Year Ended  Year Ended 
 
                                                                    28.2.2022   28.2.2021 
 
                                                                     US$ '000    US$ '000 
 
 Interest revenue calculated using the effective interest               2,583       2,987 
 method 
 
 Other interest and similar income                                     14,187      19,173 
 
                                                                       16,770      22,160 
 
 
 
Income for the year ended 28 February 2022 
 
                                             Preferred         Loan note      Other 
 
                                  Dividends  Dividends      PIK     Cash     Income      Total 
 
                                   US$ '000   US$ '000      US$      US$   US$ '000   US$ '000 
                                                           '000     '000 
 
US micro-cap portfolio                  520     13,667        -        -          -     14,187 
 
European micro-cap                        -          -    2,583        -          -      2,583 
portfolio 
 
                                        520     13,667    2,583        -          -     16,770 
 
Income for the year ended 28 February 2021 
 
                                             Preferred         Loan note      Other 
 
                                  Dividends  Dividends      PIK     Cash     Income      Total 
 
                                   US$ '000   US$ '000      US$      US$   US$ '000   US$ '000 
                                                           '000     '000 
 
US micro-cap portfolio                  379     18,783       70      279          -     19,511 
 
European micro-cap                        -          -    2,638        -          -      2,638 
portfolio 
 
Treasury bills                                       -        -        -         11         11 
 
                                        379     18,783    2,708      279         11     22,160 
 
9.         Finance Costs 
 
                                                                           Year       Year 
                                                                          Ended      Ended 
 
                                                                      28.2.2022  28.2.2021 
 
                                                                       US$ '000   US$ '000 
 
Interest expense calculated using the effective interest 
method 
 
Senior debt facility (note 14)                                            6,843     11,797 
 
ZDP shares (note 15)                                                      3,807      3,441 
 
Loan notes (note 16)                                                      1,108          - 
 
                                                                         11,758     15,238 
 
Other interest and similar expense 
 
CULS finance costs paid (note 17)                                         1,336      2,953 
 
                                                                         13,094     18,191 
 
10.       Expenses 
 
                                                                        Year       Year 
                                                                       Ended      Ended 
 
                                                                   28.2.2022  28.2.2021 
 
                                                                    US$ '000   US$ '000 
 
Investment Adviser's base fee                                          7,414      9,722 
 
Directors' remuneration                                                  290        319 
 
                                                                       7,704     10,041 
 
Administrative expenses: 
 
Legal fees                                                             1,675      2,934 
 
Other professional fees                                                  432        565 
 
Accounting, secretarial and                                              350        350 
administration fees 
 
Auditors' remuneration                                                   350        500 
 
Auditors' remuneration - non-audit                                        71        134 
fees 
 
Directors' insurance                                                     226         59 
 
Custodian fees                                                            24         17 
 
Other expenses                                                           329        148 
 
                                                                       3,457      4,707 
 
Total expenses                                                        11,161     14,748 
 
Directors' Remuneration 
 
For the year ended 28 February 2022 total Directors' fees included in the 
Statement of Comprehensive Income were $290,000 (year ended 28 February 2021: 
$319,000), of this amount $47,000 was outstanding at the year end (28 February 
2021: $46,000). The Directors' remuneration report in the annual report 
provides further details of the remuneration paid. 
 
Investment Advisory and Performance fees 
 
The Company entered into the amended and restated investment advisory and 
management agreement with Jordan/Zalaznick Advisers, Inc. (the "Investment 
Adviser") on 23 December 2010 (the "Advisory Agreement"). 
 
Pursuant to the Advisory Agreement, the Investment Adviser is entitled to a 
base management fee and to an incentive fee. The base management fee is an 
amount equal to 1.5 per cent. per annum of the average total assets under 
management of the Company less excluded assets as defined under the terms of 
the Advisory Agreement. The base management fee is payable quarterly in 
arrears; the agreement provides that payments in advance on account of the base 
management fee will be made. 
 
For the year ended 28 February 2022, total investment advisory and management 
expenses, based on the average total assets of the Company, were included in 
the Statement of Comprehensive Income of $7,414,000 (year ended 28 February 
2021: $9,722,000). Of this amount $276,000 (28 February 2021: $573,000) was due 
and payable at the year end 
 
The incentive fee has two parts. The first part is calculated by reference to 
the net investment income of the Company ("Income Incentive fee") and the 
second part of the incentive fee is calculated by reference to the net realised 
capital gains ("Capital Gains Incentive Fee", or "CGIF"). 
 
In December 2019 following significant losses reported in the Company's real 
estate portfolio, the Investment Adviser agreed to waive fees payable by the 
Company of $14.5 million relating to realised gains in the year ended 28 
February 2019. Further fees payable for realised gains in the year ended 29 
February 2020 of $10.1 million were also waived. No further incentive fees will 
be paid to the Investment Adviser until the Company and Investment Adviser have 
mutually agreed to reinstate such payments. 
 
The Advisory Agreement may be terminated by the Company or the Investment 
Adviser upon not less than two and one-half years' (i.e. 913 days') prior 
notice (or such lesser period as may be agreed by the Company and Investment 
Adviser). 
 
Administration Fees 
 
Northern Trust International Fund Administration Services (Guernsey) Limited 
was appointed as Administrator to the Company on 1 September 2012. The 
Administrator is entitled to an annual fee of $350,000 (28 February 2021: 
$350,000)  payable quarterly in arrears. Fees payable to the Administrator are 
subject to an annual fee review. 
 
Custodian Fees 
 
HSBC Bank (USA) N.A, (the "Custodian") was appointed on 12 May 2008 under a 
custodian agreement. The Custodian is entitled to receive an annual fee of 
$2,000 and a transaction fee of $50 per transaction. For the year ended 28 
February 2022, total Custodian expenses of $24,000 (28 February 2021: $17,000) 
were included in the Statement of Comprehensive Income of which $10,000 (28 
February 2021: $10,000) was outstanding at the year end and is included within 
Other Payables. 
 
Auditors' Remuneration 
 
During the year ended 28 February 2022, the Company incurred fees for audit 
services of $350,000 (28 February 2021: $500,000). Fees were are also payable 
to Ernst & Young for non-audit services including taxation services in relation 
to the Company's status as a Passive Foreign Investment Company ("PFIC"). PFIC 
services payable in the year ended 28 February 2022 were provided by 
PricewaterhouseCoopers LLP and are classified as other professional fees. 
 
                                                                      28.2.2022  28.2.2021 
 
Audit Fees                                                             US$ '000   US$ '000 
 
Audit fees - 2022 (based on estimate received: £256,000)                    343          - 
 
Audit fees - 2021 (based on estimate received: £275,000)                      7        385 
 
Audit fees - 2020: additional fees                                          -          115 
 
Total audit fees                                                            350        500 
 
Non-audit Fees Paid to Ernst & Young                                   US$ '000   US$ '000 
 
Interim Review - £53,000 (2021: £50,000)                                     71         69 
 
Taxation services                                                             -         65 
 
Total non-audit fees                                                         71        134 
 
11.       Taxation 
 
The Company has been granted Guernsey tax exempt status in accordance with The 
Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (as amended). 
 
During the current year, there were no provisions or deductions of withholding 
taxes. During the prior year, a withholding tax provision of $126,000 provided 
for on receipt of a dividend from an unlisted investment was reversed. At 28 
February 2022, the Company has provided for $398,000 (28 February 2021: 
$398,000 of potential withholding tax). 
 
12.       Investments 
 
                                                    Category of financial instruments 
 
                                                 Listed    Unlisted    Unlisted     Carrying 
                                                                                       Value 
 
                                                  FVTPL       FVTPL       Loans        Total 
 
                                              28.2.2022   28.2.2022   28.2.2022    28.2.2022 
 
                                               US$ '000    US$ '000    US$ '000     US$ '000 
 
Book cost at 1 March 2021                         3,393     543,740      74,651      621,784 
 
Investments in year including                     3,395     12,9451           -       16,340 
capital calls 
 
Payment in kind ("PIK")1                              -      14,190       2,877       17,067 
 
Proceeds from investments matured/              (3,395)    (65,799)           -     (69,194) 
realised 
 
Interest received on maturity                         2           -           -            2 
 
Net realised loss                                     -    (53,712)           -     (53,712) 
 
Realised impairment loss2                             -           -    (31,757)     (31,757) 
 
Realised currency loss2                               -           -     (2,674)      (2,674) 
 
Book cost at 28 February 2022                     3,395     451,364      43,097      497,856 
 
Unrealised net investment and foreign                 -    (45,192)     (4,664)     (49,856) 
exchange loss 
 
Impairment on loans at amortised                      -           -    (10,148)     (10,148) 
cost 
 
Accrued interest                                    (1)       2,002         308        2,309 
 
Carrying value at 28 February 2022                3,394     408,174      28,593      440,161 
 
1The cost of PIK investments is deemed to be interest not received in cash but 
settled by the issue of further securities when that interest has been 
recognised in the Statement of Comprehensive Income. 
 
2Realised impairment loss is due to the Company's direct loan in Ombuds 
(European micro-cap). The loss was recognised in prior periods and was included 
within the comparative number for Impairment on loans at amortised cost. 
 
Comparative reconciliation for the year ended 28 February 2021 
 
                                                    Category of financial instruments 
 
                                                  Listed   Unlisted   Unlisted    Carrying 
                                                                                     Value 
 
                                                   FVTPL      FVTPL      Loans       Total 
 
                                               28.2.2021  28.2.2021  28.2.2021   28.2.2021 
 
                                                US$ '000   US$ '000   US$ '000    US$ '000 
 
Book cost at 1 March 2020                          3,385    970,184     71,939   1,045,508 
 
Investments in year including                      6,787     58,931          -      65,718 
capital calls 
 
Payment in kind ("PIK")1                               -     20,027      2,712      22,739 
 
Proceeds from realisation and repayment of       (6,790)  (179,301)          -   (186,091) 
investments 
 
Interest received on maturity                         11          -          -          11 
 
Net realised investment and foreign                    -                     -   (326,101) 
exchange loss                                             (326,101) 
 
Book cost at 28 February 2021                      3,393    543,740     74,651     621,784 
 
Unrealised net investment and foreign exchange         -               (7,973)   (124,407) 
loss                                                      (116,434) 
 
Impairment on loans at amortised                       -          -   (33,323)    (33,323) 
cost2 
 
Accrued interest                                       1      2,524        458       2,983 
 
Carrying value at 28 February 2021                 3,394    429,830     33,813     467,037 
 
1The cost of PIK investments is deemed to be interest not received in cash but 
settled by the issue of further securities when that interest has been 
recognised in the Statement of Comprehensive Income. 
 
2Includes unrealised impairment loss of the Company's direct loan in Ombuds 
(European micro-cap) which has been realised during the current year. 
 
Loans at amortised cost 
 
Loans to European micro-cap companies are classified and measured as Loans at 
amortised under IFRS 9. 
 
Interest on the loans accrues at the following rates: 
 
As At 28 February                                      As At 28 February 
2022                                                   2021 
 
                         8%       10%      14%   Total         8%          10%         14%       Total 
 
Loans at             26,357     2,236        -  28,593     28,652        2,247       2,914      33,813 
amortised cost 
 
 
Maturity dates are as follows: 
 
As At 28                                               As At 28 February 
February 2022                                          2021 
 
                       0-6      7-12      1-2    Total       0-6       7-12      1-2    Total 
                    months    months    years             months     months    years 
 
                     $'000     $'000    $'000    $'000     $'000      $'000    $'000    $'000 
 
Loans at               -      28,593        -   28,593       -          -     33,813   33,813 
amortised cost 
 
Tthe Company agreed to extend the maturity date of all loans to European 
micro-cap companies to 31 December 2022. 
 
Investment in Associates 
 
An associate is an entity over which the Company has significant influence. An 
entity is regarded as a subsidiary only if the Company has control over its 
strategic, operating and financial policies and intends to hold the investment 
on a long-term basis for the purpose of securing a contribution to the 
Company's activities. The Company has elected for an exemption from 'equity 
accounting' for associates and instead classifies its associates as Investments 
at fair value through profit or loss. 
 
Entity                                                                %  28.2.2022     28.2.2021 
                                                               Interest       US$'000       US$'000 
 
JZI Fund III GP, L.P. (has 25% partnership interest   Cayman        75%        76,286        80,689 
in JZI Fund III, L.P.) 1 
 
JZHL Secondary Fund L.P.                            Delaware        n/a       117,339        72,154 
 
Spruceview Capital Partners, LLC                    Delaware        49%        22,324        21,938 
 
EuroMicrocap Fund 2010, L.P.                          Cayman        75%           596         3,279 
 
Orangewood Partners Platform LLC                    Delaware        79%           -          10,876 
 
                                                                              216,545       188,936 
 
1JZCP holds indirectly a 18.75% partnership interest in JZI Fund III, L.P. 
 
The principal activity of all the JZI Fund III, JZHL Secondary Fund, 
EuroMicrocap Fund 2010,L.P.  and Orangewood Partners Platform LLC is the 
acquisition of micro- cap companies. The principal activity of Spruceview 
Capital Partners, LLC is that of an asset management company. There are no 
significant restrictions on the ability of associates to transfer funds to the 
Company in the form of dividends or repayment of loans or advances. 
 
The Company's maximum exposure to losses from the associates (shown below) 
equates to the carrying value plus outstanding commitments: 
 
Entity                                                                 28.2.2022     28.2.2021 
                                                                            US$'000       US$'000 
 
JZI Fund III GP, L.P.                                                        91,974 
                                                                                          104,514 
 
JZHL Secondary Fund L.P.                                                    117,339 
                                                                                           72,154 
 
Spruceview Capital Partners, LLC                                             22,824 
                                                                                           22,838 
 
EuroMicrocap Fund 2010, L.P. 
                                                                                596         3,279 
 
Orangewood Partners Platform LLC 
                                                                                -          25,980 
 
                                                                            232,733      228,765 
 
 
Investment in Subsidiaries 
 
The principal place of business for subsidiaries is the USA. The Company meets 
the definition of an Investment Entity in accordance with IFRS 10. Therefore, 
it does not consolidate its subsidiaries but rather recognises them as 
investments at fair value through profit or loss. 
 
Entity                                          Place of  %          28.2.2022     28.2.2021 
                                           incorporation  Interest        US$'000       US$'000 
 
JZCP Realty, Ltd                                Cayman      100%           23,597        23,376 
 
Investments in subsidiaries at fair value                                  23,597        23,376 
 
There are no significant restrictions on the ability of subsidiaries to 
transfer funds to the Company. The Company has no contractual commitments to 
provide any financial or other support to its unconsolidated subsidiaries. 
 
JZCP Realty Ltd has a 100% interest in the following Delaware incorporated 
entities: JZCP Loan 1 Corp, JZCP Loan Fulton Corp, JZCP Loan Flatbush Corp, 
JZCP Loan Flatbush Portfolio Corp, JZCP Loan Design Corp and JZCP Loan 
Esperante Corp 
 
JZCP Realty Ltd has a 99% interest in the following Delaware incorporated 
entities: JZBC, Inc., JZ REIT Fund 1, LLC, JZ REIT Fund Fulton, LLC, JZ REIT 
Fund Flatbush, LLC, JZ REIT Fund Flatbush Portfolio, LLC, JZ REIT Fund Design 
LLC and JZ REIT Fund Esperante LLC. 
 
13.       Other Receivables 
 
                                                                       28.2.2022   28.2.2021 
 
                                                                        US$ '000    US$ '000 
 
   Prepayments                                                                70          22 
 
                                                                              70          22 
 
14.       Senior Debt Facility 
 
New Senior Secured Loan Facility 
 
On 26 January 2022, JZCP entered into an agreement with WhiteHorse Capital 
Management, LLC (the "New Senior Lender") providing for a new five year term 
senior secured loan facility (the "New Senior Debt Facility"). The New Senior 
Debt Facility matures on 26 January 2027 and replaced the Company's Previous 
Senior Secured Loan Facility with clients and funds advised and sub-advised by 
Cohanzick Management, LLC and CrossingBridge Advisors, LLC (the "Previous 
Senior Lenders"). 
 
The New Senior Debt Facility consists of a $45.0 million first lien term loan 
(the "Closing Date Term Loan"), fully funded as of the closing date (being 26 
January 2022), and up to $25.0 million in first lien delayed draw term loans 
(the "DDT Loans"), which remain undrawn as of the closing date and the year 
end. The Company can draw down the DDT Loans from time to time in its 
discretion in the 24 month period following the closing date. Customary fees 
and expenses were payable upon the drawing of the Closing Date Term Loan. The 
proceeds of the Closing Date Term Loan, together with cash at hand, were used 
by the Company to repay the Previous Senior Secured Facility of approximately 
$52.9 million due 12 June 2022 and for the payment of fees and expenses related 
to the New Senior Facility. 
 
The interest rate charged to The New Senior Facility at the year end is the 
LIBOR Rate plus 7.001 per cent., or if the Company elects for a portion of the 
interest to be paid in kind, the LIBOR Rate plus 9.00 per cent., of which 4.00 
per cent. would be charged as payment-in kind (PIK) interest. The Closing Date 
Term Loans are subject to a prepayment penalty if they are repaid before 
yielding an aggregate 15 per cent. The prepayment penalty ranges from 3.00 per 
cent. to 1.00 per cent. depending on whether it is repaid within 1 year, 2 
years or 3 years of funding. 
 
The New Senior Debt Facility Agreement includes covenants from the Company 
customary for an agreement of this nature, including (a) maintaining a minimum 
asset coverage ratio (calculated by reference to eligible assets, subject to 
customary ineligibility criteria and concentration limits, plus unrestricted 
cash) of not less than 4.00 to 1.00, and (b) ensuring the Company retains an 
aggregate amount of unrestricted cash and cash equivalents of not less than 
$12.5 million. As at 28 February 2022, eligible assets of $471.0 million 
adjusted to $351.9 were held as collateral. The New Senior Facility allows for 
the repayment of the Company's other debt obligations assuming the above 
covenants are not breached as a result of repayment. 
 
Previous Senior Secured Loan Facility 
 
On 12 June 2015, JZCP entered into a Senior Secured Debt Facility agreement 
with Guggenheim Partners Limited (the "Original Senior Lenders"). The original 
facility was structured as $80 million and ?18 million and increased by a 
further $50 million in April 2017. The facility, before the extension noted 
below, was due to mature on 12 June 2021 (6-year term). During the year ended 
28 February 2021 and following a repayment of $82.9 million, the outstanding 
principal was assigned from the Original Senior Lenders to the Previous Senior 
Lenders. 
On 14 May 2021, the Company entered into an amendment agreement with its 
Previous Senior Lenders to further amend the terms of its senior debt facility, 
which extended the maturity date of the senior debt facility by one year until 
12 June 2022 and amended the interest rate charged for the First Out Loans from 
a rate of LIBOR + 5.75 per cent. to a rate of LIBOR + 9.75 per cent. (with a 1 
per cent. floor). The interest rate charged under the amended agreement for the 
Last Out Loans was amended from a rate of LIBOR + 11 per cent. to a rate of 
LIBOR + 15 per cent. (with a 1 per cent. floor), of which 4 per cent. were 
charged as payment-in-kind interest. At this juncture, the modified terms of 
the loan were not deemed to be substantially different from the original terms. 
Therefore, as per IFRS-9, the senior debt facility was accounted for as a 
continuation of the original facility rather than an extinguishment of the 
original facility and the recognition of a new facility. 
 
On 18 June 2021, the Company repaid a further $33.3 million of the outstanding 
principal amount following a material investment realisation. On 7 October 
2021, the Company received a further drawdown of $16 million on the terms of 
the First Out facility. On 26 January 2022, the Company repaid a further $7.3 
million on the repayment of the facility and the transfer of $45 million to the 
New Senior Secured Loan Facility. 
 
1There is an interest rate floor that stipulates LIBOR will not be lower than 
1%. In this agreement, the presence of the floor does not significantly alter 
the amortised cost of the instrument, therefore separation is not required and 
the loan is valued at amortised cost using the effective interest rate method. 
During the year, the relevant 3 month LIBOR rates were below 1%. LIBOR 
regulators (including the UK Financial Conduct Authority and the US Commodity 
Futures Trading Commission) have announced a transition away from LIBOR, 
however it is expected that the 3 month USD LIBOR which is relevant to the 
Company will continue to be available until the end of June 2023. 
 
New Senior Secured Loan Facility 
 
                                                                     28.2.2022  28.2.2021 
 
                                                                      US$ '000   US$ '000 
 
Principal - drawdown 26 January                                         45,000          - 
2022 
 
Issue costs                                                            (2,787)          - 
 
Amortised cost - 26 January 2022                                        42,213          - 
 
Finance costs charged to Statement of                                      360          - 
Comprehensive Income 
 
Amortised cost at year end                                              42,573          - 
 
Previous Senior Secured Loan Facility 
 
                                                                     28.2.2022  28.2.2021 
 
                                                                      US$ '000   US$ '000 
 
Amortised cost (Dollar drawdown) - 1 March                              68,694    130,523 
 
Amortised cost (Euro drawdown) - 1 March                                     -     19,839 
 
Loan advance                                                            16,000          - 
 
Loan repayments1                                                      (85,585)   (82,912) 
 
Finance costs charged to Statement of                                    6,483     11,797 
Comprehensive Income 
 
Interest and finance costs paid                                        (5,592)   (12,331) 
 
Unrealised currency gain on translation of Euro drawdown                     -      1,778 
 
Amortised cost at year end                                                   -     68,694 
 
The carrying value of the loans approximates to fair value. 
 
1Total principal repaid during the year includes cash payments of $43.041 
million and the transfer to the New Senior Lender of $45.0 million principal 
less expenses deducted of $2.456 million. 
 
15.       Zero Dividend Preference ("ZDP") Shares 
 
On 1 October 2015, the Company rolled over 11,907,720 existing ZDP (2016) 
shares in to new ZDP shares with a 2022 maturity date. The ZDP (2022) shares 
have a gross redemption yield of 4.75% and a total redemption value of £ 
57,597,000 (approximately $77,281,000 using the exchange rate at year end). 
 
ZDP shares are designed to provide a pre-determined final capital entitlement 
which ranks behind the Company's creditors but in priority to the capital 
entitlements of the Ordinary shares. The ZDP shares carry no entitlement to 
income and the whole of their return will therefore take the form of capital. 
In certain circumstances, ZDP shares carry the right to vote at general 
meetings of the Company as detailed in the Company's Memorandum of Articles and 
Incorporation. Issue costs are deducted from the cost of the liability and 
allocated to the Statement of Comprehensive Income over the life of the ZDP 
shares. 
 
ZDP (2022) Shares                                                    28.2.2022   28.2.2021 
 
                                                                      US$ '000    US$ '000 
 
Amortised cost at 1 March                                               74,303      64,510 
 
Finance costs allocated to Statement of Comprehensive Income             3,807       3,441 
 
Unrealised currency (gain)/loss to the Company on translation          (3,072)       6,352 
during the year 
 
Amortised cost at year end                                              75,038      74,303 
 
Total number of ZDP (2022) shares in issue                          11,907,720  11,907,720 
 
16.       Loan Notes 
 
During the period, the Company entered into a note purchase agreement with 
David Zalaznick and John (Jay) Jordan, the founders and principals of the 
Company's investment adviser, Jordan/Zalaznick Advisers, Inc. ("JZAI"), 
pursuant to which they purchased on 31 July 2021, directly or through their 
affiliates, subordinated, second lien loan notes totalling $31.5 million, with 
a maturity date of 11 September 2022  (the "Loan notes"). 
 
The interest rate on the Loan notes will be 6 per cent. per annum payable 
semi-annually on each of 31 March and 30 September of each year, commencing on 
the first such date to occur after the issuance of the Loan Notes. 
 
                                                                       28.2.2022 28.2.2021 
 
                                                                        US$ '000  US$ '000 
 
Loan notes issued in period                                               31,500       - 
 
Finance costs charged to Statement of Comprehensive                        1,108       - 
Income 
 
Interest and finance costs paid                                            (315)       - 
 
Amortised cost at year end                                                32,293       - 
 
17.       Convertible Unsecured Loan Stock ("CULS") 
 
On 30 July 2021, JZCP redeemed 3,884,279 £10 CULS and converted on request, 
1,835 £10 CULS into 3,039 Ordinary Shares at the agreed conversion price. 
 
JZCP issued £38,861,140 6% CULS on 30 July 2014. The holders of the CULS had 
the option to convert the whole or part (being an integral multiple of £10 in 
nominal amount) of their CULS into Ordinary Shares at the agreed conversion 
price of £6.0373 per Ordinary Share, which was subject to adjustment to deal 
with certain events which would otherwise dilute the conversion of the CULS. 
 
CULS bore interest on their nominal amount at the rate of 6.00 per cent. per 
annum, payable semi-annually in arrears. During the year ended 28 February 
2022: $2,679,000 (28 February 2021: $2,953,000) of interest was paid to holders 
of CULS and $1,336,000 (28 February 2021: $2,953,000) is shown as a finance 
cost in the Statement of Comprehensive Income. 
 
In accordance with IFRS, the Company has calculated the movement in fair value 
due to the change in the credit risk of the CULS which is allocated as Other 
Comprehensive Income in the Statement of Comprehensive Income. The loss on 
financial liabilities at fair value through profit or loss comprises the 
movement in the fair value attributable to the change in the benchmark interest 
rate and the movement attributable to foreign exchange gain/loss on 
translation. 
 
                                                                      28.2.2022  28.2.2021 
 
                                                                       US$ '000   US$ '000 
 
Fair Value of CULS at 1 March                                            52,430     49,886 
 
Interest expense                                                          1,336      2,953 
 
Coupon paid                                                             (2,679)    (2,953) 
 
Unrealised movement in value of CULS due to change in Company's           1,074    (1,074) 
Credit Risk 
 
Unrealised movement in fair value                                         2,170      (912) 
of CULS 
 
Unrealised currency (gain)/loss on translation during the year            (301)      4,530 
 
Loss on financial liabilities at fair value                               1,869      3,618 
through profit or loss 
 
Redemption of CULS                                                     (54,005)      2,953 
 
Conversion of CULS into Ordinary                                           (25)          - 
Shares 
 
Fair Value of CULS based on offer                                             -     52,430 
price 
 
18.       Other Payables 
 
                                                                   28.2.2022  28.2.2021 
 
                                                                    US$ '000   US$ '000 
 
Provision for tax on dividends received not                              398        398 
withheld at source 
 
Legal fee provision                                                      505        250 
 
Audit fees                                                               325        363 
 
Directors' remuneration                                                   47         48 
 
Other expenses                                                           168        225 
 
                                                                       1,443      1,284 
 
19.       Share Capital 
 
Authorised Capital 
 
Unlimited number of ordinary shares of no par value. 
 
Ordinary shares - Issued Capital 
 
                                                                    28.2.2022   28.2.2021 
 
                                                                    Number of   Number of 
                                                                       shares      shares 
 
Balance at 1 March                                                 77,474,175  77,474,175 
 
Ordinary shares issued during the                                       3,039           - 
year 
 
Total Ordinary shares in issue                                     77,477,214  77,474,175 
 
On 2 August 2021, the Company issued 3,039 Ordinary shares resulting from the 
conversion of 1,835 CULS. The conversion price was £6.0373 per Ordinary Share, 
resulting in a credit to the Share capital account of £18,000 ($25,000). 
 
The Company's shares trade on the London Stock Exchange's Specialist Fund 
Segment. 
 
The Ordinary shares carry a right to receive the profits of the Company 
available for distribution by dividend and resolved to be distributed by way of 
dividend to be made at such time as determined by the Directors. 
 
In addition to receiving the income distributed, the Ordinary shares are 
entitled to the net assets of the Company on a winding up, after all 
liabilities have been settled and the entitlement of the ZDP shares have been 
met. In addition, holders of Ordinary shares will be entitled on a winding up 
to receive any accumulated but unpaid revenue reserves of the Company, subject 
to all creditors having been paid out in full but in priority to the 
entitlements of the ZDP shares. Any distribution of revenue reserves on a 
winding up is currently expected to be made by way of a final special dividend 
prior to the Company's eventual liquidation. 
 
Holders of Ordinary shares have the rights to receive notice of, to attend and 
to vote at all general meetings of the Company. 
 
Capital raised on issue of new shares and capital repaid on buy back of shares 
 
Subsequent amounts raised by the issue of new shares (net of issue costs) and 
amounts paid to buy back Ordinary shares, are credited/debited to the share 
capital account. 
 
Share Capital 
 
                                                                    28.2.2022  28.2.2021 
 
                                                                     US$ '000   US$ '000 
 
At beginning of year                                                  216,625    216,625 
 
Issue of Ordinary shares                                                   25          - 
 
At year end                                                           216,650    216,625 
 
20.       Capital Management 
 
The Company's capital is represented by the Ordinary shares, ZDP shares and 
CULS. 
 
As a result of the ability to issue, repurchase and resell shares, the capital 
of the Company can vary. The Company is not subject to externally imposed 
capital requirements and has no restrictions on the issue, repurchase or resale 
of its shares. 
 
The Company's objectives for managing capital are: 
 
.     To invest the capital in investments meeting the description, risk 
exposure and expected return indicated in its prospectus; 
 
.     To achieve consistent returns while safeguarding capital by investing in 
a diversified portfolio; 
 
.     To maintain sufficient liquidity to meet the expenses of the Company; and 
 
.     To maintain sufficient size to make the operation of the Company 
cost-efficient. 
 
The Company's current focus is on realising the maximum value of the Company's 
investments and repaying debt. Once this has been achieved, and after the 
repayment of all debt, the Company intends to return capital to shareholders 
and will at this point keep under review opportunities to buy back Ordinary 
shares or ZDP shares. The Company will be seeking shareholder approval for the 
return of capital to shareholders, should the Company be in a position to do 
so. 
 
The Company monitors capital by analysing the NAV per share over time and 
tracking the discount to the Company's share price. 
 
21.       Reserves 
 
Summary of reserves attributable to Ordinary shareholders 
 
                                                                      28.2.2022  28.2.2021 
 
                                                                       US$ '000   US$ '000 
 
Share capital                                                           216,650    216,625 
 
Other reserve                                                           353,528    354,602 
 
Retained deficit                                                      (237,914)  (241,668) 
 
                                                                        332,264    329,559 
 
Other reserve 
 
On formation of the Company, the Royal Court of Guernsey granted that on the 
admission of the Company's shares to the Official List and to trading on the 
London Stock Exchange's market, the amount credited to the share premium 
account of the Company immediately following the admission of such shares be 
cancelled and any surplus thereby created accrue to the Company's distributable 
reserves to be used for all purposes permitted by The Companies (Guernsey) Law, 
2008,  including the purchase of shares and the payment of dividends. This 
distributable reserve was subsequently renamed 'Other reserve'. 
 
The movement in the Other reserve during the year was the Gain on financial 
liabilities due to reversal of the previously recorded losses of $1,074,000 due 
to the changes in the Company's credit risk, calculated in accordance with 
IFRS. 
 
Subject to satisfaction of the solvency test, all of the Company's capital and 
reserves are distributable in accordance with The Companies (Guernsey) Law, 
2008. 
 
Retained deficit 
 
                                                                    28.2.2022  28.2.2021 
 
                                                                     US$ '000   US$ '000 
 
At beginning of year                                                (241,668)   (94,419) 
 
Profit/(loss) for the year                                              3,754 
attributable to revenue                                                        (147,249) 
 
At year end 
                                                                    (237,914)  (241,668) 
 
22.       Financial Risk Management Objectives and Policies 
 
Introduction 
 
The Company's objective in managing risk is the creation and protection of 
shareholder value. Risk is inherent in the Company's activities, but it is 
managed through a process of ongoing identification, measurement and 
monitoring, subject to risk limits and other controls. The process of risk 
management is critical to the Company's continuing profitability. The Company 
is exposed to market risk  (including currency risk, fair value interest rate 
risk, cash flow interest rate risk and price risk), credit risk and liquidity 
risk arising from the financial instruments it holds. 
 
Risk management structure and Risk mitigation 
 
The Company's Investment Adviser is responsible for identifying and controlling 
risks. The Directors supervise the Investment Adviser and are ultimately 
responsible for the overall risk management approach within the Company. The 
Company's prospectus sets out its overall business strategies, its tolerance 
for risk and its general risk management philosophy. The Company may use 
derivatives and other instruments for trading purposes and in connection with 
its risk management activities. 
 
Market risk 
 
Market risk is defined as "the risk that the fair value or future cash flows of 
a financial instrument will fluctuate because of changes in variables such as 
equity price, interest rate and foreign currency rate". 
 
The Company's investments are subject to normal market fluctuations and there 
can be no assurance that no depreciation in the value of those investments will 
occur. There can be no guarantee that any realisation of an investment will be 
on a basis which necessarily reflects the Company's valuation of that 
investment for the purposes of calculating the NAV of the Company. 
 
Changes in industry conditions, competition, political and diplomatic events, 
tax, environmental and other laws and other factors, whether affecting the 
United States alone or other countries and regions more widely, can 
substantially and either adversely or favourably affect the value of the 
securities in which the Company invests and, therefore, the Company's 
performance and prospects. 
 
The Company's market price risk is managed through diversification of the 
investment portfolio across various sectors. The Investment Adviser considers 
each investment purchase to ensure that an acquisition will enable the Company 
to continue to have an appropriate spread of market risk and that an 
appropriate risk/reward profile is maintained. 
 
Equity price risk 
 
Equity price risk is the risk of unfavourable changes in the fair values of 
equity investments as a result of changes in the value of individual shares. 
The equity price risk exposure arose from the Company's investments in equity 
securities. 
 
The Company does not generally invest in liquid equity investments and the 
previous portfolio of listed equity investments resulted from the successful 
flotation of unlisted investments. 
 
For unlisted equity and non-equity shares the market risk is deemed to be 
inherent in the appropriate valuation methodology (earnings, multiples, 
capitalisation rates etc). The impact on fair value and subsequent profit or 
loss, due to movements in these variables, is set out in Note 5. 
 
Interest rate risk 
 
Interest rate risk arises from the possibility that changes in interest rates 
will affect future cash flows or the fair values of financial instruments. It 
has not been the Company's policy to use derivative instruments to mitigate 
interest rate risk, as the Investment Adviser believes that the effectiveness 
of such instruments does not justify the costs involved. 
 
The table below summarises the Company's exposure to interest rate risks: 
 
 
                                                 Interest bearing           Non 
                                                                       interest 
 
                                                   Fixed   Floating     bearing      Total 
                                                    rate       rate 
 
                                               28.2.2022  28.2.2022   28.2.2022  28.2.2022 
 
                                                US$ '000   US$ '000    US$ '000   US$ '000 
 
Investments at FVTPL                             139,543          -     272,025    411,568 
 
Loans at amortised cost                           28,593          -           -     28,593 
 
Cash and cash equivalents                              -     43,656           -     43,656 
 
Other receivables and                                  -          -          70         70 
prepayments 
 
Senior debt facility                                   -   (42,573)           -   (42,573) 
 
ZDP shares (2022)                               (75,038)          -           -   (75,038) 
 
Loan notes                                      (32,293)          -           -   (32,293) 
 
Other payables                                         -          -     (1,719)    (1,719) 
 
                                                  60,805      1,083     270,376    332,264 
 
The table below summarises the Company's exposure to interest rate risks: 
 
                                         Interest bearing               Non 
                                                                   interest 
 
                                         Fixed       Floating       bearing        Total 
                                          rate           rate 
 
                                     28.2.2021      28.2.2021     28.2.2021    28.2.2021 
 
                                      US$ '000       US$ '000      US$ '000     US$ '000 
 
Investments at FVTPL                   174,433              -       258,791      433,224 
 
Loans at amortised cost                 33,813              -             -       33,813 
 
Cash and cash equivalents                    -         59,784             -       59,784 
 
Other receivables and                        -              -            22           22 
prepayments 
 
Loans payable                                -       (68,694)             -     (68,694) 
 
ZDP shares (2022)                     (74,303)              -             -     (74,303) 
 
CULS                                  (52,430)              -             -     (52,430) 
 
Other payables                               -              -       (1,857)      (1,857) 
 
                                        81,513        (8,910)       256,956      329,559 
 
The following table analyses the Company's exposure in terms of the interest 
bearing assets and liabilities maturity dates. The Company's assets and 
liabilities are included at their carrying value. 
 
As at 28 February 
2022 
 
                           0-3      4-12    1 - <3    3 - <5    Past due        No     Total 
                        months    months     years     years              maturity 
                                                                              date 
 
                           US$  US$ '000  US$ '000  US$ '000    US$ '000  US$ '000  US$ '000 
                          '000 
 
Investments at FVTPL     3,394                   -         -       1,000   141,258   145,652 
 
Loans at amortised           -    28,593         -         -           -         -    28,593 
cost 
 
Cash and cash                -         -         -         -           -    43,656    43,656 
equivalents 
 
Senior debt facility         -         -                               -         -  (42,573) 
                                                    (42,573) 
 
ZDP shares (2022)            -                   -         -           -         - 
                                (75,038)                                            (75,038) 
 
Loan notes                   -                             -           -         -  (32,293) 
                                (32,293) 
 
                         3,394                   -                 1,000   184,914    67,997 
                                (78,738)            (42,573) 
 
As at 28 February 
2021 
 
                           0-3      4-12    1 - <3    3 - <5    <5 years        No     Total 
                        months    months     years     years              maturity 
                                                                              date 
 
                           US$  US$ '000  US$ '000  US$ '000    US$ '000  US$ '000  US$ '000 
                          '000 
 
Investments at FVTPL         -     3,394         -         -       1,000   173,433   177,827 
 
Loans at amortised           -    33,813         -         -           -         -    33,813 
cost 
 
Cash and cash                -         -         -         -           -    59,784    59,784 
equivalents 
 
Senior debt facility         -                             -           -         - 
                                (68,694)                                            (68,694) 
 
ZDP shares (2022)            -         -                   -           -         - 
                                          (74,303)                                  (74,303) 
 
CULS                         -                             -           -         - 
                                (52,430)                                            (52,430) 
 
                             -                             -       1,000   233,217    75,997 
                                (83,917)  (74,303) 
 
The income receivable by the Company is not subject to significant amounts of 
risk due to fluctuations in the prevailing levels of market interest rates. 
However, whilst the income received from fixed rate securities is unaffected by 
changes in interest rates, the investments are subject to risk in the movement 
of fair value. The Investment Adviser considers the risk in the movement of 
fair value as a result of changes in the market interest rate for fixed rate 
securities to be insignificant, hence no sensitivity analysis is provided. 
 
The Company valued the CULS issued at fair value, being the quoted offer price. 
As the stock has a fixed interest rate of 6% an increase/decrease of prevailing 
interest rates will potentially have an effect on the demand for the CULS and 
the subsequent fair value. Other factors such as the Company's ordinary share 
price and credit rating will also determine the quoted offer price. The overall 
risk to the Company due to the impact of interest rate changes to the CULS' 
fair value was deemed immaterial. Therefore no sensitivity analysis is 
presented. 
 
Of the cash and cash equivalents held, $43,656,000 (28 February 2021: 
$59,784,000) earns interest at variable rates and the income may rise and fall 
depending on changes to interest rates. 
 
The Investment Adviser monitors the Company's overall interest sensitivity on a 
regular basis by reference to the current market rate and the level of the 
Company's cash balances. The Company has not used derivatives to mitigate the 
impact of changes in interest rates. 
 
The table below demonstrates the sensitivity of the Company's profit/(loss) for 
the year to a reasonably possible change in interest rates. The Company has 
cash at bank and loans payable for which interest receivable and payable are 
sensitive to a fluctuation to rates. The below sensitivity analysis assumes 
year end balances and interest rates are constant through the year. 
 
                                                            Interest        Interest Payable2,3 
                                                         Receivable1,3 
 
                                                      28.2.2022  28.2.2021  28.2.2022  28.2.2021 
 
Change in basis points increase/decrease               US$ '000   US$ '000   US$ '000   US$ '000 
 
+100/-100                                             350/(175)  503/(252)     (230)/     (137)/ 
                                                                                  nil        nil 
 
+300/-300                                                1,051/     1,510/   (1,130)/   (1,511)/ 
                                                          (175)      (252)        nil        nil 
 
1 Sensitivity applied to money market account balance and applying the year end 
rate of 0.5% 
 
2 Sensitivity applied to year end balances at relevant rates being $40 million 
at 12% and $28.7 million at 6.75% 
 
3 The reduction in interest receivable and interest payable is floored as the 
sensitivity applied reduces the interest rate to zero 
 
Currency risk 
 
Currency risk is the risk that the value of a financial instrument will 
fluctuate due to changes in foreign exchange rates. 
 
Changes in exchange rates are considered to impact the fair value of the 
Company's investments denominated in Euros and Sterling. However, under IFRS 
the foreign currency risk on these investments is deemed to be part of the 
market price risk associated with holding such non-monetary investments. As the 
information relating to the non-monetary investments is significant, the 
Company also provides the total exposure and sensitivity changes on 
non-monetary investments on a voluntary basis. The following tables set out the 
Company's exposure by currency to foreign currency risk. 
 
Exposure to Monetary Assets/Liabilities (held in foreign currencies) 
 
 
                          Euro   Sterling      Total               Euro   Sterling      Total 
 
                     28.2.2022  28.2.2022  28.2.2022          28.2.2021  28.2.2021  28.2.2021 
 
                      US$ '000   US$ '000   US$ '000           US$ '000   US$ '000   US$ '000 
 
Loans at Amortised      28,593          -     28,593             33,813          -     33,813 
Cost 
 
Cash at Bank               507         38        545                406         44        450 
 
Other Receivables            -         70         70                  -         22         22 
 
Liabilities 
 
ZDP (2022) shares            -   (75,038)   (75,038)                  -   (74,303)   (74,303) 
 
CULS                         -          -          -                  -   (52,430)   (52,430) 
 
Other payables               -      (415)      (415)                  -      (528)      (528) 
 
Net Currency            29,100   (75,345)   (46,245)             34,219  (127,195)   (92,976) 
Exposure 
 
The sensitivity analysis for monetary and non-monetary net assets calculates 
the effect of a reasonably possible movement of the currency rate against the 
US dollar on an increase or decrease in net assets attributable to shareholders 
with all other variables held constant. An equivalent decrease in each of the 
aforementioned currencies against the US dollar would have resulted in an 
equivalent but opposite impact. 
 
                           Change in          Effect on net assets attributable to shareholders 
 
Currency                    Currency     (relates to monetary financial assets and liabilities) 
                                Rate 
 
                                                            28.2.2022             28.2.2021 
 
                                                             US$ '000              US$ '000 
 
Euro                            +10%                            2,910                 3,422 
 
GBP                             +10%                          (7,535)              (12,722) 
 
Exposure to Non-Monetary Assets (held in foreign currencies) 
 
                          Euro   Sterling      Total               Euro   Sterling      Total 
 
                     28.2.2022  28.2.2022  28.2.2022          28.2.2021  28.2.2021  28.2.2021 
 
                      US$ '000   US$ '000   US$ '000           US$ '000   US$ '000   US$ '000 
 
Financial assets        62,287     14,595     76,882             69,956     14,762     84,718 
at FVTPL 
 
Net Currency            62,287     14,595     76,882             69,956     14,762     84,718 
Exposure 
 
 
 
                     Change in                         Effect on net assets attributable to 
                                                                               shareholders 
 
Currency              Currency                           (relates to non-monetary financial 
                          Rate                                                      assets) 
 
                                                               28.2.2022      28.2.2021 
 
                                                                US$ '000       US$ '000 
 
Euro                      +10%                                     6,229          6,996 
 
GBP                       +10%                                     1,460          1,476 
 
Credit risk 
 
The Company takes on exposures to credit risk, which is the risk that a 
counterparty to a financial instrument will cause a financial loss to the 
Company by failing to discharge an obligation. These credit exposures exist 
within debt instruments and cash & cash equivalents. They may arise, for 
example, from a decline in the financial condition of a counterparty or from 
entering into derivative contracts under which counterparties have obligations 
to make payments to the Company. As the Company's credit exposure increases, it 
could have an adverse effect on the Company's business and profitability if 
material unexpected credit losses were to occur. In the event of any default on 
the Company's loan investments by a counterparty, the Company will bear a risk 
of loss of principal and accrued interest of the investment, which could have a 
material adverse effect on the Company's income and ability to meet financial 
obligations. 
 
In accordance with the Company's policy, the Investment Adviser regularly 
monitors the Company's exposure to credit risk in its investment portfolio, by 
reviewing the financial statements, budgets and forecasts of underlying 
investee companies. Agency credit ratings do not apply to the Company's 
investment in investee company debt. The 'credit quality' of the debt is deemed 
to be reflected in the fair value valuation of the investee company. The 
Company's investment in accumulated preferred stock is excluded from below 
analysis as the instruments are deemed to be more closely associated with the 
investment in the portfolio companies' equity than its debt. 
 
The table below analyses the Company's maximum exposure to credit       Total        Total 
risk. 
 
                                                                    28.2.2022    28.2.2021 
 
                                                                     US$ '000     US$ '000 
 
US micro-cap debt                                                       1,000        1,000 
 
European micro-cap debt                                                28,593       33,813 
 
US Treasury Bills                                                       3,394        3,394 
 
Cash and cash equivalents                                              43,656       59,784 
 
                                                                       76,643       97,991 
 
A proportion of micro-cap debt held does not entitle the Company to interest 
payment in cash. This interest is capitalised (PIK) and as a result there is a 
credit risk to the Company, as there is no return until the loan plus all the 
interest, is repaid in full. 
 
The following table analyses the concentration of credit risk in the Company's 
debt portfolio by industrial distribution. 
 
                                                                 28.2.2022    28.2.2021 
 
                                                                  US$ '000     US$ '000 
 
Financial General                                                      84%          77% 
 
Document Processing                                                    13%          12% 
 
House, Leisure &                                                        3%           3% 
Personal Goods 
 
Telecom                                                                  -           8% 
 
                                                                      100%         100% 
 
Loans at Amortised Cost and Expected Credit Losses ("ECL") 
 
The Company's loans to European micro-cap companies are classified as loans at 
amortised cost. The credit risk in these investments is deemed to be reflected 
in the performance and valuation of the investee company. Using IFRS 9's 
"expected credit loss" model, the Company calculates the allowance for credit 
losses by considering the cash shortfalls it would incur in various default 
scenarios for prescribed future periods and multiplying the shortfalls by the 
probability of each scenario occurring. The allowance is the sum of these 
probability weighted outcomes. The IFRS ECL model assumes all loans and 
receivables carries with it some risk of default, every such asset has an 
expected loss attached to it from the moment of its origination or acquisition. 
At the reporting date, the credit risk on the loans to Docout and Toro Finance 
are deemed low-risk and therefore the ECL are considered over the future 12 
months or maturity if sooner. The credit risk on the loan to Xacom was deemed 
to have increased significantly during the year. On assessment of the 
recoverability of the Xacon loan post year end, it was concluded there would 
not be proceeds from Xacom, to pay any portion of JZCP's loan hence a provision 
has been made to bring the carrying value to $nil. ECL realised is due to the 
Company's direct loan in Ombuds being written off during the year, a loss 
provision to recognise the carrying value of the Ombuds' loans at $nil, were 
previously recognised when the company entered bankruptcy (July 2019). 
 
ECL Provision 
 
                   Year ended 28 February 2022                     Year ended 28 February 2021 
 
            Stage 1     Stage 2     Stage 3       Total     Stage 1     Stage 2     Stage 3      Total 
 
           US$ '000    US$ '000    US$ '000    US$ '000    US$ '000    US$ '000    US$ '000        US$ 
                                                                                                  '000 
 
ECL at 1      1,370       3,177      32,559      37,106         905           -      29,356     30,261 
March 
 
Provision     1,892       3,385           -       5,277         815       2,247           -      3,062 
during the 
year 
 
Level             -     (6,318)       6,318           -       (749)         749           -          - 
Transfer 
 
ECL               -           -    (31,664)    (31,664)           -           -           -          - 
realised 
 
Foreign       (110)       (244)       (895)     (1,249)         399         181       3,203      3,783 
exchange 
movement 
 
ECL at        3,152           -       6,318       9,470       1,370       3,177      32,559     37,106 
year end 
 
Information on the three stages on which ECLs are recognised is provided within 
Note 7. 
 
The table below analyses the Company's cash and cash equivalents by rating 
agency category. 
 
Credit ratings                               Outlook            LT Issuer Default  28.2.2022 
                                                                           Rating      $'000 
 
HSBC Bank USA NA                   S&P Stable (2021:            S&P A+ (2021: A+)  40,588 
                                             Stable) 
 
City National Bank                 S&P Stable (2021:               S&P AA- (2021:   2,500 
                                             Stable)                          A+) 
 
Raymond James Bank               S&P Positive (2021:             S&P  BBB+ (2021:       4 
                                             Stable)                        BBB+) 
 
Northern Trust                     S&P Stable (2021:               S&P AA- (2021:     564 
(Guernsey) Limited                           Stable)                         AA-) 
 
                                                                                   43,656 
 
Bankruptcy or insolvency of the Banks may cause the Company's rights with 
respect to these assets to be delayed or limited.  The Investment Adviser 
monitors risk by reviewing the credit rating of the Bank. If credit quality 
deteriorates, the Investment Adviser may move the holdings to another bank. 
 
Liquidity risk 
 
Liquidity risk is defined as the risk that the Company will encounter 
difficulty in meeting obligations associated with financial liabilities. 
Liquidity risk arises because of the possibility that the Company could be 
required to pay its liabilities earlier than expected. There has been no change 
during the year in the Company's processes and arrangements for managing 
liquidity. 
 
The Company's investments are predominately private equity, real estate and 
other unlisted investments. By their nature, these investments will generally 
be of a long term and illiquid nature and there may be no readily available 
market for sale of these investments. None of the Company's assets/liabilities 
are subject to special arrangement due to their illiquid nature. 
 
The Company has capital requirements to repay Loan Notes and ZDP shareholders 
in 2022. At the year end the Company has outstanding investment commitments of 
$16,188,000 (28 February 2021: $31,897,000) see Note 23. 
 
The Company manages liquidity risk and the ability to meet its obligations by 
monitoring current and expected cash balances from forecasted investment 
activity. 
 
The table below analyses JZCP's financial liabilities into relevant maturity 
groups based on the remaining period at the reporting date to the contractual 
maturity date. Amounts attributed to the Senior debt facility, ZDP shares and 
Loan Notes include future contractual interest payments. Financial commitments 
are contractual outflows of cash and are included within the liquidity 
statement. 
 
At 28 February 2022                               Less  >1 year       >3       >5        No 
                                                than 1      - 3  years -    years    stated 
                                                  year    years  5 years           maturity 
 
                                              US$ '000      US$      US$      US$  US$ '000 
                                                           '000     '000     '000 
 
Senior debt facility                                 -        -   63,000        -         - 
 
ZDP (2022) shares                               77,281        -        -        -         - 
 
Loan notes                                      33,075        -        -        -         - 
 
Other payables                                   1,299        -        -        -       398 
 
Financial commitments (see note 23)              5,729   10,459        -        -         - 
 
                                               117,384   10,459   63,000        -       398 
 
At 28 February 2021                               Less  >1 year       >3       >5        No 
                                                than 1      - 3  years -    years    stated 
                                                  year    years  5 years           maturity 
 
                                              US$ '000      US$      US$      US$  US$ '000 
                                                           '000     '000     '000 
 
ZDP (2022) shares                                    -   80,527        -        -         - 
 
CULS                                            57,048        -        -        -         - 
 
Senior debt facility                            70,639        -        -        -         - 
 
Other payables                                   1,459        -        -        -       398 
 
Financial commitments (see note 23)             12,832   18,825      240        -         - 
 
                                               141,978   99,352      240        -       398 
 
23.       Commitments 
 
At 28 February 2022 and 28 February 2021, JZCP had the following financial 
commitments outstanding in relation to fund investments: 
 
                                                             Expected 28.2.2022  28.2.2021 
                                                                 date 
 
                                                              of Call  US$ '000   US$ '000 
 
JZI Fund III GP, L.P. ?13,967,295 (28.2.2021: ?          over 3 years    15,688     23,825 
19,628,404) 
 
Spruceview Capital Partners,                              over 1 year       500        900 
LLC1 
 
Orangewood Partners II-A LP2                                                  -      6,932 
 
Igloo Products Corp                                                           -        240 
 
                                                                         16,188     31,897 
 
1As approved by a shareholder vote on 12 August 2020, JZCP has the option to 
increase further commitments to Spruceview up to approximately $4.1 million, 
above the $0.5 million unfunded commitments as at 28 February 2022. 
 
2During the period, the Company received shareholder approval for Jay Jordan 
and David Zalaznick to relieve the Company of all of its remaining commitments 
to the Orangewood Fund being $12.35 million, of which approximately $3 million 
of this commitment was "funded" and $9.35 million "unfunded" (following the 
Orangewood Fund's final close in April 2021 which resulted in a reallocation of 
unfunded commitments). 
 
24.       Related Party Transactions 
 
JZAI is a US based company founded by David Zalaznick and John ("Jay") Jordan 
II, that provides advisory services to the Company in exchange for management 
fees, paid quarterly. Fees paid by the Company to the Investment Adviser are 
detailed in Note 10. JZAI and various affiliates provide services to certain 
JZCP portfolio companies and may receive fees for providing these services 
pursuant to the Advisory Agreement. 
 
JZCP invests in European micro-cap companies through JZI Fund III, L.P. ("Fund 
III"). Previously investments were made via the EuroMicrocap Fund 2010, L.P. 
("EMC 2010"). Fund III and EMC 2010 are managed by an affiliate of JZAI. At 28 
February 2022, JZCP's investment in Fund III was valued at $76.3 million (28 
February 2021: $80.7 million). JZCP's investment in EMC 2010 was valued at $0.6 
million (28 February 2021: $3.3 million). 
 
JZCP has invested in Spruceview Capital Partners, LLC on a 50:50 basis with Jay 
Jordan and David Zalaznick (or their respective affiliates). The total amount 
committed by JZCP to this investment at 28 February 2022, was $33.5 million 
with $0.5 million of this amount remaining unfunded and outstanding. As 
approved by a shareholder vote on 12 August 2020, JZCP has the option to 
increase further commitments to Spruceview by approximately $4.1 million, above 
the $33.5 million committed as of 28 February 2022. Should this approved 
capital be committed to Spruceview, it would be committed on the same 50:50 
basis with Jay Jordan and David Zalaznick (or their respective affiliates). 
 
During the year ended 28 February 2021, the Company announced that it had 
agreed and received shareholder approval to sell its interests in certain US 
microcap portfolio companies (the "Secondary Sale") to a secondary fund led by 
Hamilton Lane Advisors, L.L.C. The Secondary Sale was structured as a sale and 
contribution to a newly formed fund, JZHL Secondary Fund LP, managed by an 
affiliate of JZAI. At 28 February 2022, JZCP's investment in Fund III was 
valued at $99.2 million (28 February 2021: $72.2 million). 
 
JZCP has co-invested with Fund A, Fund A Parallel I, II and III Limited 
Partnerships in a number of US micro-cap buyouts. These Limited Partnerships 
are managed by an affiliate of JZAI. JZCP invested in a ratio of 82%/18% with 
the Fund A entities. At 28 February 2022, these co-investments, with Fund A, 
were in the following portfolio companies: Industrial Services Solutions and 
New Vitality. Fund A and its parallel funds are also co-investors alongside 
JZHL Secondary Fund LP in Testing Services Holdings and TierPoint. 
 
During the year, following shareholder approval, JZAI Founders Jay Jordan and 
David Zalaznick relieved the Company of $12.35 million of its remaining 
commitments to the Orangewood Fund (approximately $3 million of this commitment 
being "funded" and $9.35 million "unfunded"). 
 
During the year, the Company entered into a note purchase agreement with David 
Zalaznick and Jay Jordan, pursuant to which they have purchased directly or 
through their affiliates, subordinated, second llien loan notes in the amount 
of $31.5 million, with an interest rate of 6 per cent. per annum and maturing 
on 11 September 2022  (the "Loan Notes"). The issuance of the Loan Notes was 
subject to a number of conditions, including shareholder approval. 
 
Total Directors' remuneration for the year ended 28 February 2022 was $290,000 
(28 February 2021: $319,000). 
 
25.       Basic and Diluted Earnings/(Loss) Per Share 
 
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) for 
the year by the weighted average number of Ordinary shares outstanding during 
the year. 
 
For the year ended 28 February 2022, the weighted average number of Ordinary 
shares outstanding during the year was 77,475,932 (Year ended 28 February 2021: 
77,474,175). 
 
The diluted earnings/(loss) per share is calculated by considering adjustments 
required to the earnings/(loss) and weighted average number of shares for the 
effects of potential dilutive Ordinary shares. The weighted average of the 
number of Ordinary shares is adjusted assuming the conversion of the CULS 
("If-converted method"). The Company's CULS have now been repaid and therefore 
the Company no longer holds financial instruments that have the potential to 
dilute the holdings of Ordinary shares. Therefore, for the year ended 28 
February 2022  the diluted earnings per share was presented as per the basic 
earnings per share calculation. The adjusted weighted average of the number of 
Ordinary shares for the year ended 28 February 2021 was 83,911,016. Conversion 
was assumed even though at 28 February 2021 the exercise price of the CULS is 
higher than the market price of the Company's Ordinary shares and are therefore 
deemed 'out of the money'. Losses for the year ended 28 February 2021 were 
adjusted to remove the fair value loss of $3,618,000, unrealised movement in 
value due to credit risk being a gain of $1,074,000 and finance costs 
attributable to CULS of $2,953,000. For the year ended 28 February 2021, the 
potential conversion of the CULS would have been anti-dilutive to the total 
loss per share, therefore the diluted loss per share was presented as per the 
basic loss per share calculation. 
 
26.       Controlling Party 
 
The issued shares of the Company are owned by a number of parties, and 
therefore, in the opinion of the Directors, there is no ultimate controlling 
party of the Company, as defined by IAS 24 - Related Party Disclosures. 
 
27.       Net Asset Value Per Share 
 
The net asset value per Ordinary share of $4.29 (28 February 2021: $4.25) is 
based on the net assets at the year end of $332,264,000 (28 February 2021: 
$329,559,000) and on 77,477,214 (28 February 2021: 77,474,175) Ordinary shares, 
being the number of Ordinary shares in issue at the year end. 
 
28.       Contingent Assets 
 
Amounts held in escrow accounts 
 
When investments have been disposed of by the Company, proceeds may reflect 
contractual terms requiring that a percentage is held in an escrow account 
pending resolution of any indemnifiable claims that may arise. At 28 February 
2022 and 28 February 2021, the Company has assessed that the likelihood of the 
recovery of these escrow accounts cannot be determined and has therefore 
classified the escrow accounts as a contingent asset. 
 
As at 28 February 2022 and 28 February 2021, the Company had the following 
contingent assets held in escrow accounts which had not been recognised as 
assets of the Company: 
 
Company                                                              Amount in Escrow 
 
                                                                   28.2.2022   28.2.2021 
 
                                                                     US$'000     US$'000 
 
Salter Labs                                                              536           - 
 
Southern Petroleum Laboratories                                          509           - 
(received March 2022) 
 
Igloo                                                                     49           - 
 
JZHL Secondary Fund (being                                               202           - 
37.5% of the total amount held 
in escrow) 
 
Triwater Holdings                                                          -         309 
 
Xpress Logistics (AKA Priority                                             -          19 
Express) 
 
                                                                       1,296         328 
 
During the year ended 28 February 2022 proceeds of $597,000 (28 February 2021: 
$1,147,000) were realised during the year and recorded in the Statement of 
Comprehensive Income. 
 
                                                                          Year       Year 
                                                                         Ended      Ended 
 
                                                                     28.2.2022  28.2.2021 
 
                                                                       US$'000    US$'000 
 
Escrows at beginning of year                                               328      1,140 
 
Escrows added on realisation of                                          1,321          - 
investments 
 
Potential escrows at prior year end no longer                            (265)          - 
recorded 
 
Escrow receipts during the year                                          (597)    (1,147) 
 
Additional escrows recognised in year not reflected in                     509        335 
opening position 
 
Escrows at year end                                                      1,296        328 
 
29.       Notes to the Statement of Cash Flows 
 
Investment income and interest received during the                         Year       Year 
year                                                                      Ended      Ended 
 
                                                                      28.2.2022  28.2.2021 
 
                                                                       US$ '000   US$ '000 
 
Interest on investments                                                       -        279 
 
Dividends on unlisted investments                                           520        379 
 
Bank interest                                                               174        220 
 
Treasury interest                                                             -         11 
 
                                                                            694        889 
 
Purchases and sales of investments are considered to be operating activities of 
the Company, given its purpose, rather than investing activities. The cash 
flows arising from these activities are shown in the Statement of Cash Flows. 
 
Changes in financing liabilities arising from both cash flow and non-cash flow 
items 
 
                                                         Non-cash changes 
 
                               1.3.2021  Cash          Fair Finance        Foreign 28.2.2022 
                                         flows        Value    Costs      Exchange 
 
                               US$ '000  US$ '000      US$  US$ '000  US$ '000      US$ '000 
                                                      '000 
 
Senior debt facility             68,694                  -     6,843         -        42,573 
                                         (32,964) 
 
Zero Dividend Preference         74,303         -        -     3,807   (3,072)        75,038 
(2022) shares 
 
Loan notes                            -    31,185        -     1,108         -        32,293 
 
Convertible Unsecured Loan       52,430                565     1,336     (301)             - 
Stock                                    (54,030) 
 
                                195,427                565    13,094   (3,373)       149,904 
                                         (55,809) 
 
 
 
                                                         Non-cash changes 
 
                                1.3.2020  Cash          Fair Finance       Foreign 28.2.2021 
                                          flows        Value    Costs     Exchange 
 
                                US$ '000  US$ '000      US$  US$ '000 US$ '000      US$ '000 
                                                       '000 
 
Zero Dividend Preference (2022)   64,510         -        -     3,441    6,352        74,303 
shares 
 
Convertible Unsecured Loan        49,886   (2,953)              2,953    4,530        52,430 
Stock                                               (1,986) 
 
Senior debt facility                                      -    11,797    1,778        68,694 
                                 150,362  (95,243) 
 
                                                               18,191   12,660       195,427 
                                 264,758  (98,196)  (1,986) 
 
30.       Dividends Paid and Proposed 
 
No dividends were paid or proposed for the years ended 28 February 2022 and 28 
February 2021. 
 
31.       IFRS to US GAAP Reconciliation 
 
The Company's Financial Statements are prepared in accordance with IFRS, which 
in certain respects differ from US GAAP. These differences are not material and 
therefore no reconciliation between IFRS and US GAAP has been presented. For 
reference, please see below for a summary of the key judgments and estimates 
taken into account with regards to the Company as of 28 February 2022, as well 
as the Shareholders' financial highlights required under US GAAP. 
 
Assessment as an Investment Entity 
 
As stated in Note 2, the Company meets the definition of an investment entity 
under IFRS 10 and is therefore required to measure its subsidiaries at fair 
value through profit or loss rather ("FVTPL") than consolidate them. Per US 
GAAP (Financial Services - Investment Companies (Topic 946): Amendments to the 
Scope, Measurement, and Disclosure Requirements or "ASC 946"), the Company 
meets the definition of an investment company, and as required by ASC 946, JZCP 
measures its investment in Subsidiaries at FVTPL. 
 
Fair Value Measurement of Investments 
 
The fair value of the underlying investments held by the Company are determined 
in accordance with US GAAP and IFRS based on valuation techniques and inputs 
that are observable in the market which market participants have access to and 
will use to determine the exit price or selling price of the investments. 
 
Consideration of going concern 
 
As described in Note 3, there is substantial doubt about the Company's ability 
to continue as a going concern. For the purposes of the US GAAP Going concern 
assessment, the Directors considered that the period to 14 June 2023 was 
covered by the assessment to 30 June 2023 as described in note 3. 
 
Measurement of Liabilities 
 
The Company's Senior debt facility, Loan Notes and ZDP shares are recorded at 
amortised cost using the effective interest rate method in accordance with US 
GAAP and IFRS. The CULS' fair value is deemed to be the listed offer price at 
the year end. 
 
The following table presents performance information derived from the Financial 
Statements. 
 
                                                                     28.2.2022  28.2.2021 
 
                                                                           US$        US$ 
 
Net asset value per share at the                                          4.25       6.14 
beginning of the year 
 
Performance during the year 
(per share): 
 
Net investment income                                                     0.22       0.29 
 
Net realised and unrealised                                               0.13     (1.76) 
loss 
 
Incentive fee                                                                -          - 
 
Operating expenses                                                      (0.14)     (0.19) 
 
Finance costs                                                           (0.17)     (0.23) 
 
Total return                                                              0.04     (1.89) 
 
Net asset value per share at the end of                                   4.29       4.25 
the year 
 
Total Return                                                             0.83%   (30.78%) 
 
Net investment income to average net assets excluding                    5.23%      5.72% 
incentive fee 
 
Operating expenses to average                                          (3.45%)    (3.75%) 
net assets 
 
Finance costs to average net                                           (4.04%)    (4.54%) 
assets 
 
32.       Subsequent Events 
 
These financial statements were approved by the Board on 14 June 2022. 
Subsequent events have been evaluated until this date. 
 
In April 2022,  the Company announced JZHL Secondary Fund LP (the "Secondary 
Fund") had sold its interest in Flow Control Holdings LLC for consideration of 
approximately $77.7 million. This transaction confers no immediate cash benefit 
to JZCP because the other investors in the Secondary Fund have an entitlement 
to a priority return before any distribution may be made to JZCP. 
 
In May 2022, the Company announced that a portfolio company of the Secondary 
Fund executed an agreement to sell certain of its interests, with the Secondary 
Fund expecting to receive a distribution of approximately $165-$180 million. 
Accordingly, this sale is expected to result in JZCP receiving a distribution 
from the Secondary Fund of approximately $89-$94 million, which would 
correspond to a NAV uplift to JZCP in the range of approximately 56-63 cents 
per ordinary share. This uplift is not reflected in the year end valuation of 
the Secondary Fund as the closure of this deal remains subject to certain 
conditions. 
 
Company Advisers 
 
Investment Adviser 
 
The Investment Adviser to JZ Capital Partners Limited ("JZCP") is Jordan/ 
Zalaznick Advisers, Inc., ("JZAI") a company beneficially owned by John (Jay) W 
Jordan II and David W Zalaznick. The company offers investment advice to the 
Board of JZCP. JZAI has offices in New York and Chicago. 
 
Jordan/Zalaznick Advisers, Inc. 
 
9 West, 57th Street 
 
New York NY 10019 
 
Registered Office 
 
PO Box 255 
 
Trafalgar Court 
 
Les Banques 
 
St Peter Port 
 
Guernsey GY1 3QL 
 
JZ Capital Partners Limited is registered in Guernsey Number 48761 
 
Administrator, Registrar and Secretary 
 
Northern Trust International Fund Administration 
 
Services (Guernsey) Limited 
 
PO Box 255 
 
Trafalgar Court 
 
Les Banques 
 
St Peter Port 
 
Guernsey GY1 3QL 
 
UK Transfer and Paying Agent 
 
Equiniti Limited 
 
Aspect House 
 
Spencer Road 
 
Lancing 
 
West Sussex BN99 6DA 
 
US Banker 
 
HSBC Bank USA NA 
 
452 Fifth Avenue 
 
New York NY 10018 
 
(Also provides custodian services to JZ Capital Partners 
 
Limited under the terms of a Custody Agreement). 
 
Guernsey Banker 
 
Northern Trust (Guernsey) Limited 
 
PO Box 71 
 
Trafalgar Court 
 
Les Banques 
 
St Peter Port 
 
Guernsey GY1 3DA 
 
Independent Auditor 
 
Ernst & Young LLP 
 
PO Box 9 
 
Royal Chambers 
 
St Julian's Avenue 
 
St Peter Port 
 
Guernsey GY1 4AF 
 
UK Solicitors 
 
Ashurst LLP 
 
London Fruit & Wool Exchange 
 
1 Duval Square 
 
London E1 6PW 
 
US Lawyers 
 
Monge Law Firm, PLLC 
 
435 South Tryon Street 
 
Charlotte, NC 28202 
 
Mayer Brown LLP 
 
214 North Tryon Street 
 
Suite 3800 
 
Charlotte NC 28202 
 
Winston & Strawn LLP 
 
35 West Wacker Drive 
 
Chicago IL 60601-9703 
 
Guernsey Lawyers 
 
Mourant Ozannes (Guernsey) LLP 
 
Royal Chambers 
 
St Julian's Avenue 
 
St Peter Port 
 
Guernsey GY1 4HP 
 
Financial Adviser and Broker 
 
J.P. Morgan Securities plc 
 
25 Bank Street 
 
London E14 5JP 
 
Useful Information for Shareholders 
 
Listing 
 
JZCP Ordinary and Zero Dividend Preference ("ZDP") shares are listed on the 
Official List of the Financial Services Authority of the UK, and are admitted 
to trading on the London Stock Exchange Specialist Fund Segment for listed 
securities. 
 
The price of the Ordinary shares are shown in the Financial Times under 
"Conventional Private Equity" and can also be found at https://markets.ft.com 
along with the prices of the ZDP shares. 
 
ISIN/SEDOL numbers 
 
                                      Ticker Symbol            ISIN Code   SEDOL Number 
 
Ordinary shares                                JZCP         GG00B403HK58        B403HK5 
 
ZDP (2022) shares                              JZCZ         GG00BZ0RY036        BZ0RY03 
 
Key Information Documents 
 
JZCP produces Key Information Documents to assist investors' understanding of 
the Company's securities and to enable comparison with other investment 
products. These documents are found on the Company's website -www.jzcp.com/ 
investor-relations/key-information-documents. 
 
Alternative Performance Measures 
 
In accordance with ESMA Guidelines on Alternative Performance Measures ("APMs") 
the Board has considered what APMs are included in the annual report and 
financial statements which require further clarification. An APM is defined as 
a financial measure of historical or future financial performance, financial 
position, or cash flows, other than a financial measure defined or specified in 
the applicable financial reporting framework. APMs included in the Annual 
Report and Financial Statements, which are unaudited and outside the scope of 
IFRS, are deemed to be as follows: 
 
Total NAV Return 
 
The Total NAV Return measures how the net asset value ("NAV") per share has 
performed over a period of time, taking into account both capital returns and 
dividends paid to shareholders. JZCP quotes NAV total return as a percentage 
change from the start of the period (one year) and also three-month, 
three-year, five-year and seven year periods. It assumes that dividends paid to 
shareholders are reinvested back into the Company therefore future NAV gains 
are not diminished by the paying of dividends. The Total NAV Return for the 
year ended 28 February 2022 was 0.9% (2021:-30.8%), which only reflects the 
change in NAV ($) as no dividends were paid during the year. 
 
Total Shareholder Return (Ordinary shares) 
 
A measure showing how the share price has performed over a period of time, 
taking into account both capital returns and dividends paid to shareholders. 
JZCP quotes shareholder price total return as a percentage change from the 
start of the period (one year) and also six-month, three-year, five-year and 
seven-year periods. It assumes that dividends paid to shareholders are 
reinvested in the shares at the time the shares are quoted ex dividend. The 
Shareholder Return for the year ended 28 February 2022 was 34.6%, which only 
reflects the change in share price (£) as no dividends were paid during the 
year. The Shareholder Return for the year ended 28 February 2021 was -69.8%. 
 
NAV to market price discount 
 
The NAV per share is the value of all the company's assets, less any 
liabilities it has, divided by the number of shares. However, because JZCP 
shares are traded on the London Stock Exchange's Specialist Fund Segment, the 
share price may be higher or lower than the NAV. The difference is known as a 
discount or premium. JZCP's discount is calculated by expressing the difference 
between the period end dollar equivalent share price and the period end NAV per 
share as a percentage of the NAV per share. 
 
At 28 February 2022, JZCP's Ordinary shares traded at £1.05 (28 February 2021: 
£0.78) or $1.41 (28 February 2021: $1.09) being the dollar equivalent using the 
year end exchange rate of £1: $1.34 (28 February 2021 £1: $1.39). The shares 
traded at a 67.2% (28 February 2021: 74.3%) discount to the NAV per share of 
$4.29 (2021: $4.25). 
 
Ongoing Charges calculation 
 
A measure expressing the Ongoing annualised expenses as a percentage of the 
Company's average annualised net assets over the year 3.31% (2021: 3.52%). 
Ongoing charges, or annualised recurring operating expenses, are those expenses 
of a type which are likely to recur in the foreseeable future, whether charged 
to capital or revenue, and which relate to the operation of the company, 
excluding the Investment Adviser's Incentive fee, financing charges and gains/ 
losses arising on investments. 
 
Ongoing expenses for the year are $10,809,000 (2021: $13,747,000) comprising of 
the IA base fee $7,414,000 (2021: $9,722,000), administrative fees $3,105,000 
(2021: $3,706,000) and directors fees $290,000 (2021: $319,000). Average net 
assets for the year are calculated using quarterly NAVs 323,723,000 (2021: 
$390,244,000). 
 
Criminal Facilitation of Tax Evasion 
 
The Board has approved a policy of zero tolerance towards the criminal 
facilitation of tax evasion, in compliance with the Criminal Finances Act 2017. 
 
Non-Mainstream Pooled Investments 
 
From 1 January 2014, the FCA rules relating to the restrictions on the retail 
distribution of unregulated collective investment schemes and close substitutes 
came into effect. JZCP's Ordinary shares qualify as an 'excluded security' 
under these rules and will therefore be excluded from the FCA's restrictions 
which apply to non-mainstream investment products. Therefore Ordinary shares 
issued by JZ Capital Partners can continue to be recommended by financial 
advisers as an investment for UK retail investors. 
 
Internet Address 
 
The Company: www.jzcp.com 
 
Financial Diary 
 
Annual General Meeting                                                 3 August 
2022 
 
Interim report for the six months ended 31 August 2022   November 2022 (date to 
be confirmed) 
 
Results for the year ended 28 February 2023                  May 2023 (date to 
be confirmed) 
 
JZCP, will aim to issue monthly NAV announcements within 21 day of the month 
end, these announcements will be posted on JZCP's website at the same time, or 
soon thereafter. 
 
Payment of Dividends 
 
In the event of  a cash dividend being paid, the dividend will be sent by 
cheque to the first-named shareholder on the register of members at their 
registered address, together with a tax voucher. At shareholders' request, 
where they have elected to receive dividend proceeds in Sterling, the dividend 
may instead be paid direct into the shareholder's bank account through the 
Bankers' Automated Clearing System. Payments will be paid in US dollars unless 
the shareholder elects to receive the dividend in Sterling. Existing elections 
can be changed by contacting the Company's Transfer and Paying Agent, Equiniti 
Limited on +44 (0) 121 415 7047. 
 
Share Dealing 
 
Investors wishing to buy or sell shares in the Company may do so through a 
stockbroker. Most banks also offer this service. 
 
Foreign Account Tax Compliance Act 
 
The Company is registered (with a Global Intermediary Identification Number 
CAVBUD.999999.SL.831) under The Foreign Account Tax Compliance Act ("FATCA"). 
 
Share Register Enquiries 
 
The Company's UK Transfer and Paying Agent, Equiniti Limited, maintains the 
share registers. In event of queries regarding your holding, please contact the 
Registrar on 0871 384 2265, calls to this number cost 8p per minute from a BT 
landline, other providers' costs may vary. Lines are open 8.30 a.m. to 5.30 
p.m., Monday to Friday, If calling from overseas 
 
+44 (0) 121 415 7047 or access their website at www.equiniti.com. Changes of 
name or address must be notified in writing to the Transfer and Paying Agent. 
 
Nominee Share Code 
 
Where notification has been provided in advance, the Company will arrange for 
copies of shareholder communications to be provided to the operators of nominee 
accounts. Nominee investors may attend general meetings and speak at meetings 
when invited to do so by the Chairman. 
 
Documents Available for Inspection 
 
The following documents will be available at the registered office of the 
Company during usual business hours on any weekday until the date of the Annual 
General Meeting and at the place of the meeting for a period of fifteen minutes 
prior to and during the meeting: 
 
(a) the Register of Directors' Interests in the stated capital of the Company; 
 
(b) the Articles of Incorporation of the Company; and 
 
(c) the terms of appointment of the Directors. 
 
Warning to Shareholders - Boiler Room Scams 
 
In recent years, many companies have become aware that their shareholders have 
been targeted by unauthorised overseas-based brokers selling what turn out to 
be non-existent or high risk shares, or expressing a wish to buy their shares. 
If you are offered, for example, unsolicited investment advice, discounted JZCP 
shares or a premium price for the JZCP shares you own, you should take these 
steps before handing over any money. 
 
.     Make sure you get the correct name of the person or organisation 
 
.     Check that they are properly authorised by the FCA before getting 
involved by visiting https://www.fca.org.uk/firms/financial-services-register 
 
.     Report the matter to the FCA by calling 0800 111 6768 
 
.     If the calls persist, hang up 
 
.     More detailed information on this can be found on the Money Advice 
Service website www.moneyadviceservice.org.uk 
 
US Investors 
 
General 
 
The Company's Articles contain provisions allowing the Directors to decline to 
register a person as a holder of any class of ordinary shares or other 
securities of the Company or to require the transfer of those securities 
(including by way of a disposal effected by the Company itself) if they believe 
that the person: 
 
(a) is a "US person" (as defined in Regulation S under the US Securities Act of 
1933, as amended) and not a "qualified purchaser" (as defined in the US 
Investment Company Act of 1940, as amended, and the related rules thereunder); 
 
 
(b) is a "Benefit Plan Investor" (as described under "Prohibition on Benefit 
Plan Investors and Restrictions on Non-ERISA Plans" below); or 
 
(c) is, or is related to, a citizen or resident of the United States, a US 
partnership, a US corporation or a certain type of estate or trust and that 
ownership of any class of ordinary shares or any other equity securities of the 
Company by the person would materially increase the risk that the Company could 
be or become a "controlled foreign corporation" (as described under "US Tax 
Matters" below). 
 
In addition, the Directors may require any holder of any class of ordinary 
shares or other securities of the Company to show to their satisfaction whether 
or not the holder is a person described in paragraphs (A), (B) or (C) above. 
 
US Securities Laws 
 
The Company (a) is not subject to the reporting requirements of the US 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and does not 
intend to become subject to such reporting requirements and (b) is not 
registered as an investment company under the US Investment Company Act of 
1940, as amended (the "1940 Act"), and investors in the Company are not 
entitled to the protections provided by the 1940 Act. 
 
Prohibition on Benefit Plan Investors and Restrictions on Non-ERISA 
Plans 
 
Investment in the Company by "Benefit Plan Investors" is prohibited so that the 
assets of the Company will not be deemed to constitute "plan assets" of a 
"Benefit Plan Investor". The term "Benefit Plan Investor" shall have the 
meaning contained in 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) 
of the US Employee Retirement Income Security Act of 1974, as amended 
("ERISA"), and includes (a) an "employee benefit plan" as defined in Section 3 
(3) of ERISA that is subject to Part 4 of Title I of ERISA; (b) a "plan" 
described in Section 4975(e)(1) of the US Internal Revenue Code of 1986, as 
amended (the "Code"), that is subject to Section 4975 of the Code; and (c) an 
entity whose underlying assets include "plan assets" by reason of an employee 
benefit plan's or a plan's investment in such entity. For purposes of the 
foregoing, a "Benefit Plan Investor" does not include a governmental plan (as 
defined in Section 3(32) of ERISA), a non-US plan (as defined in Section 4(b) 
(4) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) that has 
not elected to be subject to ERISA. 
 
Each purchaser and subsequent transferee of any class of ordinary shares (or 
any other class of equity interest in the Company) will be required to 
represent, warrant and covenant, or will be deemed to have represented, 
warranted and covenanted, that it is not, and is not acting on behalf of or 
with the assets of, a Benefit Plan Investor to acquire such ordinary shares (or 
any other class of equity interest in the Company). 
 
Under the Articles, the directors have the power to require the sale or 
transfer of the Company's securities in order to avoid the assets of the 
Company being treated as "plan assets" for the purposes of ERISA. 
 
The fiduciary provisions of laws applicable to governmental plans, non-US plans 
or other employee benefit plans or retirement arrangements that are not subject 
to ERISA (collectively, "Non-ERISA Plans") may impose limitations on investment 
in the Company. Fiduciaries of Non-ERISA Plans, in consultation with their 
advisers, should consider, to the extent applicable, the impact of such 
fiduciary rules and regulations on an investment in the Company. 
 
Among other considerations, the fiduciary of a Non-ERISA Plan should take into 
account the composition of the Non-ERISA Plan's portfolio with respect to 
diversification; the cash flow needs of the Non-ERISA Plan and the effects 
thereon of the illiquidity of the investment; the economic terms of the Non- 
ERISA Plan's investment in the Company; the Non-ERISA Plan's funding 
objectives; the tax effects of the investment and the tax and other risks 
associated with the investment; the fact that the investors in the Company are 
expected to consist of a diverse group of investors (including taxable, 
tax-exempt, domestic and foreign entities) and the fact that the management of 
the Company will not take the particular objectives of any investors or class 
of investors into account. 
 
Non-ERISA Plan fiduciaries should also take into account the fact that, while 
the Company's board of directors and its investment adviser will have certain 
general fiduciary duties to the Company, the board and the investment adviser 
will not have any direct fiduciary relationship with or duty to any investor, 
either with respect to its investment in Shares or with respect to the 
management and investment of the assets of the Company. Similarly, it is 
intended that the assets of the Company will not be considered plan assets of 
any Non-ERISA Plan or be subject to any fiduciary or investment restrictions 
that may exist under laws specifically applicable to such Non-ERISA Plans. Each 
Non-ERISA Plan will be required to acknowledge and agree in connection with its 
investment in any securities to the foregoing status of the Company, the board 
and the investment adviser that there is no rule, regulation or requirement 
applicable to such investor that is inconsistent with the foregoing description 
of the Company, the Board and the Investment Adviser. 
 
Each purchaser or transferee that is a Non-ERISA Plan will be deemed to have 
represented, warranted and covenanted as follows: 
 
(a) The Non-ERISA Plan is not a Benefit Plan Investor; 
 
(b) The decision to commit assets of the Non-ERISA Plan for investment in the 
Company was made by fiduciaries independent of the Company, the Board, the 
Investment adviser and any of their respective agents, representatives or 
affiliates, which fiduciaries (i) are duly authorized to make such investment 
decision and have not relied on any advice or recommendations of the Company, 
the Board, the Investment adviser or any of their respective agents, 
representatives or affiliates and (ii) in consultation with their advisers, 
have carefully considered the impact of any applicable federal, state or local 
law on an investment in the Company; 
 
(c) The Non-ERISA Plan's investment in the Company will not result in a 
non-exempt violation of any applicable federal, state or local law; 
 
(d) None of the Company, the Board, the Investment adviser or any of their 
respective agents, representatives or affiliates has exercised any 
discretionary authority or control with respect to the Non-ERISA Plan's 
investment in the Company, nor has the Company, the Board, the Investment 
adviser or any of their respective agents, representatives or affiliates 
rendered individualized investment advice to the Non-ERISA Plan based upon the 
Non-ERISA Plan's investment policies or strategies, overall portfolio 
composition or diversification with respect to its commitment to invest in the 
Company and the investment program thereunder; and 
 
(e) It acknowledges and agrees that it is intended that the Company will not 
hold plan assets of the Non-ERISA Plan and that none of the Company, the Board, 
the Investment adviser or any of their respective agents, representatives or 
affiliates will be acting as a fiduciary to the Non-ERISA Plan under any 
applicable federal, state or local law governing the Non-ERISA Plan, with 
respect to either (i) the Non-ERISA Plan's purchase or retention of its 
investment in the Company or (ii) the management or operation of the business 
or assets of the Company. It also confirms that there is no rule, regulation, 
or requirement applicable to such purchaser or transferee that is inconsistent 
with the foregoing description of the Company, the Board and the Investment 
Adviser. 
 
US Tax Matters 
 
This discussion does not constitute tax advice and is not intended to be a 
substitute for tax advice and planning. Prospective holders of the Company's 
securities must consult their own tax advisers concerning the US federal, state 
and local income tax and estate tax consequences in their particular situations 
of the acquisition, ownership and disposition of any of the Company's 
securities, as well as any consequences under the laws of any other taxing 
jurisdiction. 
 
The Board may decline to register a person as, or to require such person to 
cease to be, a holder of any class of ordinary shares or other equity 
securities of the Company because of, among other reasons, certain US ownership 
and transfer restrictions that relate to "controlled foreign corporations" 
contained in the Articles of the Company.  A Shareholder of the Company may be 
subject to forced sale provisions contained in the Articles in which case such 
shareholder could be forced to dispose of its securities if the Company's 
directors believe that such shareholder is, or is related to, a citizen or 
resident of the United States, a US partnership, a US corporation or a certain 
type of estate or trust and that ownership of any class of ordinary shares or 
any other equity securities of the Company by such shareholder would materially 
increase the risk that the Company could be or become a "controlled foreign 
corporation" within the meaning of the Code (a "CFC"). Shareholders of the 
Company may also be restricted by such provisions with respect to the persons 
to whom they are permitted to transfer their securities. 
 
In general, a foreign corporation is treated as a CFC if, on any date of its 
taxable year, its "10% US Shareholders" collectively own (directly, indirectly 
or constructively within the meaning of Section 958 of the Code) more than 50% 
of the total combined voting power or total value of the corporation's stock. 
For this purpose, a "10% US Shareholder" means any US person who owns 
(directly, indirectly or constructively within the meaning of Section 958 of 
the Code) 10% or more of the total combined voting power of all classes of 
stock of a foreign corporation or 10% or more of the total value of shares of 
all classes of stock of a foreign corporation.  The Tax Cuts and Jobs Act (the 
"Tax Act") eliminated the prohibition on "downward attribution" from non-US 
persons to US persons under Section 958(b)(4) of the Code for purposes of 
determining constructive stock ownership under the CFC rules.  As a result, the 
Company's US subsidiary will be deemed to own all of the stock of the Company's 
non-US subsidiaries held by the Company for purposes of determining such 
foreign subsidiaries' CFC status.  The legislative history under the Tax Act 
indicates that this change was not intended to cause the Company's non-US 
subsidiaries to be treated as CFCs with respect to a 10% US Shareholder that is 
not related to the Company's US subsidiary.  However, the IRS has not yet 
issued any guidance confirming this intent and it is not clear whether the IRS 
or a court would interpret the change made by the Tax Act in a manner 
consistent with such indicated intent. The Company's treatment as a CFC as well 
as its foreign subsidiaries' treatment as CFCs could have adverse tax 
consequences for 10% US Shareholders. 
 
The Company has been advised that it is be treated as a "passive foreign 
investment company" ("PFIC")  for the fiscal year ended February 2021. The 
Company's treatment as a PFIC is likely to have adverse tax consequences for US 
taxpayers. Previously, for the fiscal year ended February 2020 the Company was 
found NOT to be a PFIC. An analysis for the financial year ended 28 February 
2022 will be undertaken this year. 
 
The taxation of a US taxpayer's investment in the Company's securities is 
highly complex. Prospective holders of the Company's securities must consult 
their own tax advisers concerning the US federal, state and local income tax 
and estate tax consequences in their particular situations of the acquisition, 
ownership and disposition of any of the Company's securities, as well as any 
consequences under the laws of any other taxing jurisdiction. 
 
Investment Adviser's ADV Form 
 
Shareholders and state securities authorities wishing to view the Investment 
Adviser's ADV form can do so by following the link below: 
 
https://adviserinfo.sec.gov/firm/summary/160932 
 
 
 
END 
 
 

(END) Dow Jones Newswires

June 15, 2022 06:03 ET (10:03 GMT)

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