JZCP Jz Capital Partners Limited

 
TIDMJZCP TIDMJZCN 
 
JZ CAPITAL PARTNERS LIMITED (the "Company" or "JZCP") 
 
 (a closed-ended investment company incorporated with limited liability under 
              the laws of Guernsey with registered number 48761) 
 
                           LEI 549300TZCK08Q16HHU44 
 
               Extension of Maturity of Subordinated Loan Notes 
                    as a Smaller Related Party Transaction 
 
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"). 
 
26 August 2022 
 
JZ Capital Partners Limited, the London listed fund that has investments in US 
and European microcap companies and US real estate, is pleased to provide an 
update in relation to its subordinated 6 per cent. loan notes maturing on 11 
September 2022 (the "Subordinated Loan Notes") issued to David W. Zalaznick and 
John (Jay) Jordan II (who as Shareholders know are the founders and principals 
of the Company's investment adviser, Jordan/Zalaznick Advisers, Inc. ("JZAI")) 
and their affiliates (together, being the "Subordinated Noteholders"). 
 
As announced on 23 June 2022, the Company intended to seek to negotiate an 
extension of the maturity of the Subordinated Loan Notes, with the Company now 
being pleased to announce that, subject to the satisfaction of certain 
conditions, such an extension of just over 12 months' duration has been 
secured. The Subordinated Loan Notes will now, subject to the satisfaction of 
those conditions, be extended on an interim basis to 30 September 2022 before 
being further extended to 30 September 2023. In return and consistent with the 
existing Investment Policy of the Company, it has also been agreed that, 
subject to the satisfaction of certain of those same conditions and following 
the Company's senior facility agreement provided by WhiteHorse Capital 
Management, LLC (the "Senior Facility") being paid off in full in due course, 
the Company will make mandatory redemptions from time to time of the 
Subordinated Loan Notes from the net cash proceeds generated from certain 
realisations achieved by the Company. The Company will continue to be able, 
subject to compliance with certain financial tests of the Senior Facility, to 
make voluntary redemptions of the Subordinated Loan Notes. All other terms of 
the Subordinated Loan Notes (including their interest rate at 6 per cent. per 
annum payable semi-annually) will remain unchanged and the Subordinated Loan 
Notes will continue to be fully subordinated to the Senior Facility. 
 
The amendments to the Subordinated Loan Notes as described in this announcement 
is considered to be a smaller related party transaction of the Company pursuant 
to chapter 11 of the listing rules made by the Financial Conduct Authority 
pursuant to section 73A of the Financial Services and Markets Act 2000, as 
amended (the "Listing Rules") (insofar as they apply to the Company by virtue 
of its voluntary compliance with the same). As such, whilst shareholder 
approval for such amendments is not required, this announcement made in 
accordance with Listing Rule 11.1.10 R(2)(c) is required to be made by the 
Company. Further details of the amendments, along with the application of the 
Listing Rules to the same are set out below. 
 
The extension of the Subordinated Loan Notes is, as previously explained and 
subject to the Company's compliance with the financial covenants of the Senior 
Facility, expected to facilitate the repayment of the Company's zero dividend 
preference shares ("ZDPs") due on 1 October 2022. The extension has also been 
negotiated and secured for the reason that, whilst following the 
transformational realisation of the Company's interest in Testing Services 
Holdings and the anticipated redemption of the ZDPs its cash reserves will be 
at a healthy level, the Company needs to maintain cash liquidity to invest in 
accordance with its existing Investment Policy to maximise the value of its 
existing portfolio investments where appropriate as well as in the current 
uncertain economic climate to support them and so as to meet existing 
obligations as they fall due. The Company remains focused upon its existing 
Investment Policy as approved by Shareholders (which includes not making 
further investments outside, as mentioned above, of existing obligations or to 
support existing portfolio companies, and with the intention of realising the 
maximum value of the Company's investments and, after repayment of all its 
indebtedness, to return capital to Shareholders). 
 
Extension of Maturity of Subordinated Loan Notes 
 
Shareholders are reminded that the Company's issuance of the Subordinated Loan 
Notes to the Subordinated Noteholders was the subject of a circular issued to 
Shareholders by the Company dated 28 May 2021 and approved by Shareholders in 
an extraordinary general meeting of the Company held on 18 June 2021. 
 
The principal terms of the Subordinated Loan Notes (save for the amendments 
thereto as described in this announcement), along with the associated 
documentation (including the Note Purchase Agreement ("NPA"), the Security 
Documents and the Subordination and Intercreditor Agreement) are as set out in 
the aforementioned circular. The only changes made to these arrangements are to 
allow for the extension of the maturity of the Subordinated Loan Notes and to 
provide for mandatory redemptions of the same in certain circumstances once the 
Company's Senior Facility has been paid off in full in due course. All other 
terms of the Subordinated Loan Notes (including their interest rate at 6 per 
cent. per annum payable semi-annually) will remain unchanged and the 
Subordinated Loan Notes will continue to be fully subordinated to the Senior 
Facility. 
 
Specifically, the maturity of the Subordinated Loan Notes will, with effect 
from 9 September 2022 and subject to the satisfaction of certain conditions 
(including (i) the senior lender to the Senior Facility consenting to the 
amendments to the Subordinated Loan Notes (which has already been obtained), 
and (ii) no event of default under the NPA or the Senior Facility), first be 
extended on an interim basis to 30 September 2022, being the time immediately 
prior to the repayment of the ZDPs due on 1 October 2022. 
 
Such maturity date will then, with effect from 30 September 2022 and subject to 
the satisfaction of certain other conditions (including (i) no event of default 
under the NPA or the Senior Facility, (ii) the payment in full of all interest 
accrued and then due on the Subordinated Loan Notes, and (iii) compliance with 
the covenants in the Senior Facility which demonstrate that the Company is 
permitted to effect the repayment of the ZDPs), subsequently be extended by a 
further 12 months to 30 September 2023. Shareholders are reminded that the 
repayment of ZDPs remains subject to compliance with the financial covenants of 
the Senior Facility including the aforementioned covenants demonstrating that 
the Company is permitted to effect the repayment of the ZDPs. 
 
In return and consistent with the Company's existing Investment Policy, it has 
also been agreed that, with effect from 30 September 2022 and conditional upon 
the satisfaction of the same conditions as those applying to the further 
extension and following the Senior Facility being paid off in full in due 
course, the Company will make mandatory redemptions from time to time of the 
Subordinated Loan Notes from the net cash proceeds generated from certain 
realisations (being asset sales in excess of $500,000) achieved by the Company. 
Any such mandatory redemptions will also be subject to the Company being 
permitted, if no event of default under the NPA has occurred and is continuing, 
to retain an amount of those net cash proceeds as are necessary for it to be in 
compliance with the NPA's minimum liquidity covenants. As mentioned above, the 
Company will continue to be able, subject to compliance with certain financial 
tests of the Senior Facility, to make voluntary redemptions of the Subordinated 
Loan Notes. 
 
In order to effect the above changes, the Company has entered into an amendment 
to the existing NPA with the Subordinated Noteholders, with the senior lender 
to the Senior Facility also having consented to those amendments. For the 
avoidance of doubt, the interim extension is to become effective on 9 September 
2022 but remains conditional upon the satisfaction of the conditions applying 
to that extension as described above, and the further extension and the 
additional mandatory redemption provisions are to become effective on 30 
September 2022 but remain conditional upon the satisfaction of the conditions 
applying to the further extension as also described above. The Company will 
make further announcements in relation to the fulfilment of the conditions and 
the effectiveness of the amendments as and when required. 
 
Unless otherwise defined herein, capitalised terms used in this section of this 
announcement have the meanings given to them in the aforementioned circular of 
the Company dated 28 May 2021. 
 
As mentioned above, the amendments to the Subordinated Loan Notes as described 
in this announcement is considered to be a related party transaction under 
chapter 11 of the Listing Rules (with which the Company voluntarily complies 
and insofar as the Listing Rules are applicable to the Company by virtue of 
such voluntary compliance). 
 
JZAI is as also earlier mentioned the Company's investment adviser pursuant to 
an investment advisory and management agreement dated 23 December 2010 between 
the Company and JZAI, as amended from time to time, and, under the Listing 
Rules, would therefore be considered a related party of the Company (as defined 
in the Listing Rules). As founders and principals of JZAI, Messrs Zalaznick and 
Jordan are associates of JZAI and would also be considered related parties of 
the Company. In addition, each of them are substantial Shareholders of the 

Company as they are each entitled to exercise or to control the exercise of 10 
per cent. or more of the votes able to be casted at a general meeting of the 
Company. As such, each of them would be considered to be related parties of the 
Company on this basis as well. The amendments to the Subordinated Loan Notes as 
described in this announcement, which involve Messrs Zalaznick and Jordan as 
related parties of the Company, would be considered to involve a transaction or 
arrangement between the Company and its related parties. Accordingly, Messrs 
Zalaznick and Jordan as related parties and such amendments as described herein 
as a transaction or arrangement between them would be considered to be a 
related party transaction under Chapter 11 of the Listing Rules. 
 
Such amendments to the Subordinated Loan Notes as described in this 
announcement do however fall within Listing Rule 11.1.10 R and constitute a 
smaller related party transaction under the Listing Rules. This announcement is 
therefore being made in accordance with Listing Rule 11.1.10 R(2)(c). 
 
Market Abuse Regulation 
 
The information contained within this announcement is considered by the Company 
to constitute 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 of JZCP. 
 
______________________________________________________________________________________ 
 
For further information: 
 
Kit Dunford / Ed Berry                  +44 (0)7717 417 038 / +44 (0)7703 
FTI Consulting                          330 199 
 
David Zalaznick                         +1 (212) 485 9410 
Jordan/Zalaznick Advisers, Inc. 
 
Sam Walden / Martin Chapman             +44 (0) 1481 745385 / +44 (0)1481 
Northern Trust International Fund       745183 
Administration Services (Guernsey) 
Limited 
 
 
Important Notice 
 
This announcement includes statements that are, or may be deemed to be, 
"forward-looking statements". These forward-looking statements can be 
identified by the use of forward-looking terminology, including the terms 
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or 
"should" or, in each case, their negative or other variations or comparable 
terminology. These forward-looking statements relate to matters that are not 
historical facts. By their nature, forward-looking statements involve risks and 
uncertainties because they relate to events and depend on circumstances that 
may or may not occur in the future. Forward-looking statements are not 
guarantees of future performance. The Company's actual investment performance, 
results of operations, financial condition, liquidity, policies and the 
development of its strategies may differ materially from the impression created 
by the forward-looking statements contained in this announcement. In addition, 
even if the investment performance, result of operations, financial condition, 
liquidity and policies of the Company and development of its strategies, are 
consistent with the forward-looking statements contained in this announcement, 
those results or developments may not be indicative of results or developments 
in subsequent periods. These forward-looking statements speak only as at the 
date of this announcement. Subject to their legal and regulatory obligations, 
each of the Company, Jordan/Zalaznick Advisers, Inc. and their respective 
affiliates expressly disclaims any obligations to update, review or revise any 
forward-looking statement contained herein whether to reflect any change in 
expectations with regard thereto or any change in events, conditions or 
circumstances on which any statement is based or as a result of new 
information, future developments or otherwise. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

August 26, 2022 02:00 ET (06:00 GMT)

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