JZ CAPITAL PARTNERS LIMITED
(the "Company" or "JZCP")
(a closed-end collective investment scheme incorporated with
limited liability under the laws of Guernsey with registered number
48761)
LEI: 549300TZCK08Q16HHU44
SENIOR FACILITY
AMENDMENTS
and
ENTRY INTO LOAN
NOTE PURCHASE AGREEMENT
and
DISPOSAL OF ALL
COMMITMENTS TO ORANGEWOOD
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").
17 May
2021
JZ Capital Partners Limited, the London listed fund that invests in US and
European microcap companies and US real estate, is pleased to
announce that it has entered into an amendment agreement with its
senior lenders (the "Amended Senior Facility Agreement") to
agree to amend the terms of its senior facility agreement (the
"Senior Facility") which will, among other things, extend
the maturity date of the Senior Facility by one year until
12 June 2022 and permit JZCP to repay
its Convertible Unsecured Loan Stock due 2021 (the "CULS")
when they become due on their maturity date of 30 July 2021, notwithstanding that the CULS are
subordinated to the Senior Facility.
JZCP is also pleased to announced that it has entered into a
note purchase agreement (the "Note Purchase Agreement") with
David W. Zalaznick and John (Jay) Jordan II (together, being the
"JZAI Founders", who are the founders and principals of the
Company's investment adviser, Jordan/Zalaznick Advisers, Inc.
("JZAI")) pursuant to which JZCP has agreed to issue loan
notes in the amount of US$31.5
million, with an interest rate of 6 per cent. per annum
(being the same interest payable on the CULS) and maturing on
11 September 2022 (the "Loan
Notes") to the JZAI Founders (or their respective affiliates)
(the "Loan Note Proposal").
Furthermore, JZCP announces that it has agreed with the JZAI
Founders for them (or their respective affiliates) to assume all of
the Company's remaining commitments to Orangewood Partners II-A,
L.P. (the "Orangewood Fund") in the amount of US$12.35 million (the "Orangewood
Proposal" and, together with the Loan Note Proposal, the
"Proposals").
Shareholders are advised that the cash proceeds derived from the
Loan Note Proposal are intended to be used by JZCP, together with
available cash at hand (including the cash proceeds of realisations
derived from the Orangewood Proposal and the recently completed
sale of JZCP's interest in George Industries LLC ("George
Industries")) to redeem the CULS which have an aggregate amount
outstanding of £38.9 million on their maturity date.
The Board believes that these updates significantly increase the
Company's ability to execute its new investment policy and,
although the Amended Senior Facility Agreement comes at an
increased interest cost, it is one that the Board believes to be
compensated by the additional time afforded to maximise the value
of the Company's portfolio. Shareholders should however be aware
that both the Amended Senior Facility Agreement and the Loan Notes
will mature prior to the 1 October
2022 redemption date of the Company's zero dividend
redeemable preference shares of no par value in the capital of the
Company (the "ZDP Shares") and accordingly, unless the ZDP
Shares are refinanced, extended, or, as realisations permit, paid
off, continued uncertainty will exist with regards to their
redemption.
Further details of the Amended Senior Facility Agreement, the
Loan Note Proposal and the Orangewood Proposal are set out in the
sections of this announcement below.
The Proposals (being the Loan Note Proposal and the Orangewood
Proposal) are each considered a 'Class 1 Transaction' and a
'Related Party Transaction' under Chapters 10 and 11 respectively
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") (with which the
Company voluntarily complies and insofar as the Listing Rules are
applicable to the Company by virtue of its voluntary compliance
with the same) and therefore shareholder approval is required for
the Proposals, with the above mentioned agreements with the JZAI
Founders each being conditional upon such approval being obtained.
The entry by the Company into the Amended Senior Facility Agreement
does not constitute a Class 1 Transaction or a Related Party
Transaction and, as such, is not subject to shareholder
approval.
Shareholder approval for the Proposals will accordingly be
sought at an extraordinary general meeting of the Company (the
"Extraordinary General Meeting"), which the Company intends
to convene in due course by giving notice of the Extraordinary
General Meeting. A shareholder circular containing further details
of the Proposals (the "Circular") and the notice convening
the Extraordinary General Meeting, including the resolutions to be
proposed at the Extraordinary General Meeting, will be sent to
shareholders in due course. A further announcement will be made by
the Company which will provide details of the date, time and
location of the Extraordinary General Meeting. This
announcement should be read in conjunction with that further
announcement together with the Circular.
The Amended Senior Facility Agreement
On 23 February 2021, the Company
announced that Guggenheim Partners Europe Limited sold its interest
in the Senior Facility to clients and funds advised and sub-advised
by Cohanzick Management, LLC and CrossingBridge Advisors, LLC
(together, the "Senior Lenders"). The Company's debt
obligations to the Senior Lenders under the Senior Facility is an
amount of approximately US$68.7
million and is comprised of first out loans (being senior
priority loans entitled to repayment in full prior to any principal
payments being made on the Last Out Loans and which, as such, bear
interest at a lower interest rate than the Last Out Loans) of
approximately US$28.7 million (the
"First Out Loans") and last out loans (being second priority
loans entitled to repayment of principal only after the First Out
Loans are paid in full and which, as such, bear interest at a
higher interest rate than the First Out Loans) of approximately
US$40.0 million (the "Last Out
Loans").
As mentioned above, the Company has entered into an Amended
Senior Facility Agreement to agree to amend the terms of the Senior
Facility which will, among other things, extend the maturity date
of the Senior Facility until 12 June
2022 and permit the Company to repay the CULS when they
become due on their maturity date of 30 July
2021. In order to allow time to obtain the requisite
shareholder approval relating to the Loan Note Proposal (as
described below), the maturity date of the Senior Facility was also
extended on an interim basis to 25 June
2021 until the extended maturity date of 12 June 2022 becomes effective. As also alluded
to above, the Amended Senior Facility Agreement will similarly
permit the Company to enter into the Note Purchase Agreement with
the JZAI Founders and to incur the relevant indebtedness
thereunder, as well as, permitting the Company to use the cash
proceeds derived from the Loan Note Proposal, together with
available cash at hand (including the cash proceeds of realisations
derived from the Orangewood Proposal and the sale of the Company's
interest in George Industries) to redeem the CULS on their maturity
date. Failure to obtain the requisite shareholder approval in
connection with the Loan Note Proposal (as described below) will
constitute an 'Event of Default', which is a requirement of the
amendments to the Senior Facility, because such failure will mean
(i) that the Company will not be able to redeem the CULS on their
maturity, and (ii) the amendments contemplated by the Amended
Senior Facility to allow for the longer-term extension of the
maturity to 12 June 2022 will not
become effective. In addition, even if the shareholder approval is
obtained and the Amended Senior Facility becomes effective, if the
CULS are not redeemed in full on their maturity date for any
reason, then an 'Event of Default' will arise under the Amended
Senior Facility Agreement.
These amendments to the Senior Facility do, as mentioned above,
come at an increased interest cost to the Company effective as of
the execution of the Amended Senior Facility Agreement on
14 May 2021. Accordingly, the
interest rate charges under the Amended Senior Facility Agreement
for the First Out Loans will be increased from a rate of Libor +
5.75 per cent. (with a 1 per cent. floor) to a rate of Libor + 9.75
per cent. (with a 1 per cent. floor). Similarly, the interest rate
charges for the Last Out Loans will be increased from a rate of
Libor + 11 per cent. (with a 1 per cent. floor) to a rate of Libor
+ 15 per cent. (with a 1 per cent. floor), of which 4 per cent.
shall be charged as payment-in-kind interest (i.e. added to the
principal balance of the Last Out Loans instead of being paid in
cash on a current basis).
The terms of the Amended Senior Facility Agreement further
provide for certain changes to the required use of future net cash
proceeds derived from realisations undertaken by the Company beyond
those relaxed requirements provided, as explained above, for the
Orangewood Fund and George Industries towards the redemption of the
CULS. Whilst there will be no change to the application of net cash
proceeds for the First Out Loans (which will remain at and still
require the Company to apply 90 per cent. of such proceeds towards
their repayment), the requirement for the Last Out Loans will be
increased such that the Company will be required to apply 65 per
cent. (increased from 50 per cent.) of such proceeds towards their
repayment. In addition, the cash proceeds of realisations derived
from the anticipated sale of the Company's interest in New Vitality
Holdings, LLC will also be permitted to refill the retained
proceeds investment basket under the Senior Facility.
In addition, the terms of the Amended Senior Facility Agreement
also further provide for the reallocation of availability among the
permitted investment buckets under the Senior Facility as requested
by the Company, including to reduce the cap on permitted
investments to real estate assets to US$5
million (reduced from US$10
million, as the original basket size is no longer
anticipated as being necessary), to increase the cap on permitted
investments to the Company's US microcap portfolio to US$13.5 million (increased from US$6 million) and to remove permitted investments
to the Orangewood Fund, in light of the Company's proposal to
dispose of its remaining commitments to the fund (as described
further below). The reallocation as regards permitted investment
buckets has been made to better reflect the Company's anticipated
requirements but with any such permitted investments to be made in
a manner that is consistent with its new investment policy (i.e.
the Company agreeing to make no further investments outside of its
existing obligations and/or to the extent which an investment may
be made to support an existing portfolio company).
The implementation of the Amended Senior Facility Agreement is
subject to the satisfaction of various conditions precedent,
including, among others, the Note Purchase Agreement becoming
effective, compliance with, and there being no default under, the
Senior Facility and the Amended Senior Facility Agreement,
compliance with the representations and warranties under the Senior
Facility and the Amended Senior Facility Agreement, and the
delivery of a number of closing deliverables, including a
compliance certificate (which shall confirm that, among other
things, the asset cover ratio is greater than 3.25:1.00 and that
there have been no events that call into question in any material
respect the ability of the Company to perform its obligations under
the Senior Facility and the Amended Senior Facility Agreement). The
Amended Senior Facility Agreement shall only become effective
following the satisfaction of such conditions precedent.
Notwithstanding the foregoing as to the conditionality of the
Amended Senior Facility Agreement, there are certain amendments
contained within the agreement which have become effective upon its
execution, and regardless of whether or not the above conditions
precedent are satisfied and the rest of the agreement ultimately
becomes effective in due course. The increased rates of interest,
the interim extension of the maturity date to 25 June 2021 and the 'Event of Default' upon
failure to obtain the requisite shareholder approval in connection
with the Loan Note Proposal, each as described above, are effective
from the date of execution of the Amended Senior Facility
Agreement.
The Loan Note Proposal
As mentioned above, the Company has entered into a Note Purchase
Agreement with the JZAI Founders pursuant to which it has agreed to
issue Loan Notes in the amount of US$31.5
million, with an interest rate of 6 per cent. per annum and
maturing on 11 September 2022 to the
JZAI Founders (or their respective affiliates).
Specifically, pursuant to the Note Purchase Agreement,
John (Jay) Jordan II (or his
affiliates) on the one hand has agreed to purchase US$16.75 million of the Loan Notes, equating to
approximately 53.17 per cent. of the full amount of the Loan Notes
being issued by the Company. On the other hand, David W. Zalaznick (or his affiliates) has
agreed to purchase the remaining US$14.75
million of the Loan Notes, equating to approximately 46.83
per cent. of the full amount of the Loan Notes. The Note Purchase
Agreement also provides that the Loan Notes will be jointly and
severally guaranteed by certain of the Company's subsidiaries,
namely JZCP Realty Ltd and JZCP Special LP Ltd (the
"Guarantors" and, together with the Company, the
"Obligors").
As referred to above, the aggregate principal amount of the Loan
Notes is US$31.5 million. The cash
proceeds derived from the issuance of the Loan Notes are, as also
referred to above, intended to be used by the Company, together
with available cash at hand (including the cash proceeds of
realisations derived from the Orangewood Proposal and the sale of
the Company's interest in George Industries) to redeem the CULS on
their maturity date.
The terms of the Note Purchase Agreement provide that 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. This interest rate has been set at the same rate
as that which is payable on the CULS.
As noted above, the maturity date of the Loan Notes shall be
11 September 2022. The Company does
however have the ability, subject to the prior repayment of the
Senior Facility in full, to make optional redemptions of the
outstanding Loan Notes, in whole or in part (in integral multiples
of US$100,000), at its election at
any time on a pro rata basis amongst the JZAI Founders, provided it
complies with the relevant notice requirements prescribed by the
Note Purchase Agreement.
The Note Purchase Agreement also includes representations,
warranties and undertakings given by the Company and the JZAI
Founders which are considered to be customary for agreements of
this nature and which largely reflect the terms of the Senior
Facility. Further detail of the terms of the Note Purchase
Agreement will be set out in the Circular.
The obligations of the Obligors pursuant to the Note Purchase
Agreement, including the payment of principal of and interest on
the Loan Notes thereunder, will also be secured obligations,
provided that such obligations will be fully subordinated to all
loans outstanding and the other obligations of the Company to the
Senior Lenders under the Amended Senior Facility Agreement. The
security will take the form of a lien granted over all of the
assets of the Obligors, as set out in various security documents to
be entered into by, among others, the Obligors. Interests owned by
JZCP Realty Ltd. which relate to real estate investments will not
form part of the security. The JZAI Founders, together with, among
others, the Senior Lenders, will also enter into a subordination
and intercreditor agreement which, among other things, governs the
ranking of the security under the Note Purchase Agreement and the
Amended Senior Facility Agreement and provides that indebtedness
and liens under the Note Purchase Agreement will be fully
subordinated to the indebtedness and liens under the Senior
Facility, including restrictions on the ability of secured parties
under the Note Purchase Agreement to exercise remedies whilst the
Senior Facility is outstanding. Further detail of the terms of the
subordination and intercreditor agreement and security documents
will be set out in the Circular.
Finally, the issuance of the Loan Notes is subject to a number
of conditions, including the approval of the Company's ordinary
shareholders of both the Loan Note Proposal and the Orangewood
Proposal, with the latter also being a requirement of the
amendments to the Senior Facility. The Loan Notes Proposal is also
subject to the delivery of a number of closing deliverables,
including executed transaction documents which are in an agreed
form (including the aforementioned security documents and
subordination and intercreditor agreement), as well as certain
bring-down certificates, one of which contains a no material
adverse change condition relating to the Company for the period
since its most recent financial year end, 28
February 2021.
The Note Purchase Agreement provides that the Loan Note Proposal
will become effective on or before 25 June
2021 (being the interim maturity date of the Senior Facility
as extended under the Amended Senior Facility Agreement), provided
the relevant conditions precedent to effectiveness have been
satisfied on or prior to that date.
It is expected that the Loan Notes will be issued on
30 July 2021 (prior to the
anticipated redemption of the CULS on their maturity date) assuming
the resolutions to be proposed at the Extraordinary General Meeting
relating to both the Loan Note Proposal and the Orangewood Proposal
are passed by the Company's ordinary shareholders and the other
conditions to the Loan Note Proposal are satisfied or waived.
The Orangewood Proposal
Lastly and as also mentioned above, the Company has agreed with
the JZAI Founders for them (or their respective affiliates) to
assume all of the Company's remaining commitments to the Orangewood
Fund in the amount of US$12.35
million. The Orangewood Fund is a portfolio investment of
the Company. Orangewood Partners II Manager, L.P.
("Orangewood"), the manager of the Orangewood Fund, is a
New York-based investment firm
that seeks to work in partnership with founders, owners and
management teams to help provide businesses with additional
capital, resources, operational capabilities and expertise to
generate long-term performance. The key individuals important to
the business of the Orangewood Fund are the principals of
Orangewood.
The Orangewood Proposal represents a continuation of the
Company's previously announced strategy of realising value from its
investment portfolio. As announced by the Company on 17 September 2020, the Company previously agreed
with the JZAI Founders to reduce the Company's commitments to the
Orangewood Fund in the amount of US$4.25
million. This transaction was considered to be a smaller
related party transaction of the Company pursuant to Chapter 11 of
the Listing Rules (insofar as they apply to the Company by virtue
of its voluntary compliance with the same). Following the
completion of that transaction, the Company further reduced its
commitments to the Orangewood Fund by an additional aggregate
amount of US$6.65 million in a series
of two transactions with the same third party institutional
investor.
As also announced by the Company on 17
September 2020, the Company's intention with respect to its
remaining commitments to the Orangewood Fund was to further reduce
them such that the balance of its commitments were, if and to the
extent possible, transferred in full. Accordingly, the Orangewood
Proposal represents the Company's delivery on its previously stated
intention to dispose of all of its commitments to the Orangewood
Fund.
As at the date of this announcement (and following completion of
the above-mentioned earlier transactions), the Company has capital
commitments to the Orangewood Fund of US$12.35 million, of which approximately
US$2.99 million have been funded (the
"JZCP Funded Commitments") and approximately US$9.36 million remain as being unfunded (the
"JZCP Unfunded Commitments").
Consistent with the Company's previously announced desire to
reduce its commitments in accordance with its investment policy,
the Company has agreed to transfer its commitments to the
Orangewood Fund in full (amounting to US$12.35 million) pursuant to the Orangewood
Proposal, with such commitments being taken over by the JZAI
Founders (or their respective affiliates). Specifically, the
reduction in the Company's commitments to the Orangewood Fund would
be effected by the JZAI Founders (or their respective
affiliates):
a) having sold, transferred and assigned to them the
full amount of the JZCP Funded Commitments of approximately
US$2.99 million; and
b) assuming the commitments, liabilities, duties,
responsibilities and obligations in respect of the full amount of
the JZCP Unfunded Commitments of approximately US$9.36 million.
The price payable by the JZAI Founders (or their respective
affiliates) to the Company for the transfer of its commitments will
be set by reference to an effective date of 19 February 2021. As at the date of this
announcement, the price payable is to be approximately US$3.16 million, which is equivalent to: (i) the
JZCP Funded Commitments as at the effective date of US$5.42 million; (ii) less interest income
received by the Company from investors entering the Orangewood Fund
in the second close of the Orangewood Fund which occurred on
10 July 2020; (iii) plus interest
accrued thereon at a rate of 8 per cent. per annum from the date
such commitments were funded through to the effective date; and
(iv) as further adjusted to reflect the capital and interest
inflows and outflows from or to, as the case may be, the Company
made pursuant to the final close of the Orangewood Fund which
occurred after the effective date on 9 March
2021. Shareholders should however be aware that the final
price payable by the JZAI Founders (or their respective affiliates)
to the Company will be subject to further adjustments that relate
to the period from the date of this announcement to the closing
date of the transaction and as such the final price payable will
be: (i) increased by the amount of any new investments or capital
contributions made, or deemed to be made, by the Company to the
Orangewood Fund; and (ii) decreased by the amount of any dividends
or distributions made by the Orangewood Fund to the Company, in
each case, occurring during that period. The cash proceeds received
by the Company in connection with the Orangewood Proposal are, as
is referred to above, intended to be used by it, together with the
cash proceeds derived from the Loan Note Proposal and available
cash at hand (including realisations from the sale of the Company's
interest in George Industries) to redeem the CULS on their maturity
date.
The resultant effect of the Orangewood Proposal would be that
the Company would have its commitments to the Orangewood Fund
reduced in full by US$12.35 million,
with the Company receiving an expected amount of approximately
US$3.16 million in cash, subject to
any further adjustments during the period between the date of this
announcement and the closing date (as described above) and less
expenses associated with the Orangewood Proposal. In addition, the
Company would dispose in full of its obligations to fund cash
commitments of approximately US$9.36
million relating to the JZCP Unfunded Commitments.
The Orangewood Proposal will be effected by the entry into a
suite of transfer and withdrawal agreements between the Company and
the JZAI Founders, each of which will contain various
representations, warranties and undertakings which are considered
to be customary for agreements of this nature. Further detail of
the terms of the transfer and withdrawal agreements will be set out
in the Circular.
Finally, the reduction in the Company's commitments to the
Orangewood Fund will be subject to a number of conditions,
including the approval of the Company's ordinary shareholders of
the Orangewood Proposal. The reduction will not however be
conditional upon the approval of the Company's ordinary
shareholders of the Loan Note Proposal. The Orangewood Proposal
will otherwise be subject to the delivery of a number of closing
deliverables, including the execution of certain transaction
documents and delivery by the Company of relevant tax forms.
The reduction in the Company's commitments to the Orangewood
Fund will become effective on the date falling no later than five
business days after, and assuming that, the shareholder approval to
the Orangewood Proposal is obtained, assuming the other conditions
to the Orangewood Proposal are also satisfied or waived.
Related Party Transactions, Class 1
Transactions and shareholder approval
The Company's issuance of the Loan Notes and the entry into the
Note Purchase Agreement is considered a 'Related Party Transaction'
under Chapter 11 of the Listing Rules (with which the Company
voluntarily complies and insofar as the Listing Rules are
applicable to the Company by virtue of its voluntary compliance).
Furthermore, the Company disposing of all of its commitments to the
Orangewood Fund is also considered a 'Related Party Transaction'
under Chapter 11 of the Listing Rules in the same way.
JZAI is 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, is
therefore considered a "Related Party" of the Company. As founders
and principals of JZAI, the JZAI Founders are associates of JZAI
and are also considered Related Parties of the Company. In
addition, each of the JZAI Founders 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 cast
at a general meeting of the Company. As such, each of the JZAI
Founders are considered to be Related Parties of the Company on
this basis as well. The Proposals, which involve the JZAI Founders
as Related Parties of the Company, are each considered to involve a
transaction and arrangements between the Company and its Related
Parties. Accordingly, the JZAI Founders as Related Parties and the
Proposals as transactions and arrangements between them would be
considered Related Party Transactions under Chapter 11 of the
Listing Rules, insofar as the Listing Rules are applicable to the
Company by virtue of its voluntary compliance with the same. As
such, the Proposals, each as a Related Party Transaction of the
Company, require the approval of shareholders.
The relevant resolutions are to be proposed at the Extraordinary
General Meeting in relation to the Proposals, each as a Related
Party Transaction of the Company, and are being proposed to seek
shareholder approval for (i) the Company's issuance of the Loan
Notes and (ii) the Company to dispose of all of its commitments to
the Orangewood Fund.
The JZAI Founders are considered to be Related Parties of the
Company and, as such, will undertake not to vote, and will take all
reasonable steps to ensure that their respective associates will
not vote, on the relevant resolutions.
Because of their size when aggregated together with the smaller
related party transaction mentioned above, the Proposals will each
also constitute a 'Class 1 Transaction' for the purposes of the
Listing Rules. Therefore, the approval of shareholders is also
required pursuant to Chapter 10 of the Listing Rules, insofar as
the Listing Rules are applicable to the Company by virtue of its
voluntary compliance with the same.
Further details of the Proposals and the notice convening the
Extraordinary General Meeting will be included in the Circular to
be sent to shareholders in due course.
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.
For further information:
Ed Berry
FTI Consulting |
+44 (0)7703 330
199 |
David Zalaznick
Jordan/Zalaznick Advisers, Inc. |
+1 (212) 485 9410 |
Sam Walden
Northern Trust International Fund Administration Services
(Guernsey) Limited |
+44 (0) 1481
745385 |
Important Notice
This announcement also includes statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters
that are not historical facts. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. The Company's actual investment performance, results
of operations, financial condition, liquidity, policies and the
development of its strategies may differ materially from the
impression created by the forward-looking statements contained in
this announcement. In addition, even if the investment performance,
result of operations, financial condition, liquidity and policies
of the Company and development of its strategies, are consistent
with the forward-looking statements contained in this announcement,
those results or developments may not be indicative of results or
developments in subsequent periods. These forward-looking
statements speak only as at the date of this announcement. Subject
to their legal and regulatory obligations, each of the Company,
JZAI and their respective affiliates expressly disclaims any
obligations to update, review or revise any forward-looking
statement contained herein whether to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based or as a
result of new information, future developments or otherwise.