JZ Capital Partners Ltd - Update on Flex Pack Proposal

JZ CAPITAL PARTNERS LIMITED (the "Company")
(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 48761)

LEI: 549300TZCK08Q16HHU44

UPDATE ON FLEX PACK PROPOSAL

13 May 2024

Unless otherwise defined herein, capitalised terms used in this announcement have the meanings given to them in the circular of the Company dated 18 April 2024 (the "Circular").

Flex Pack Proposal

Further to the announcements made by the Company on 18 April 2024 and 8 May 2024 and the obtaining of Shareholder approval at the recent Extraordinary General Meeting of the Company, the Company is pleased to announce that it has now entered into an agreement with the Secondary Fund to give effect to the Flex Pack Proposal. Shareholders are reminded that pursuant to that agreement, the Company will invest up to approximately US$20.5 million into the Secondary Fund, with the Secondary Fund to use such amount, together with additional amounts invested by other investors in the Secondary Fund (the "Other SF Investors") to make an investment into a newly incorporated company, The RC Acquisition, LLC ("Follow-on Flex Pack") that is a related company of, and incorporated in a parallel structure to, ACW Flex Pack, LLC ("Existing Flex Pack").

Robinette Acquisition

As mentioned in the Circular and the announcement made by the Company on 18 April 2024, Follow-on Flex Pack was formed for the purpose of making acquisitions that are complementary to the business of Existing Flex Pack and, at the time of that announcement, one such business had already been identified and in respect of which negotiations were described as being at a reasonably advanced stage. The Company is now pleased to announce that an agreement for Follow-on Flex Pack's acquisition of that business, being The Robinette Company ("Robinette"), has been reached and that the acquisition has completed.

The Robinette Company is a full-service paper and film packaging manufacturer and converter specialising in sustainable packaging for the food, beverage, nutraceutical, construction, textile and health care markets. The amount of the Company's committed investment into the Secondary Fund that has been allocated to the acquisition of Robinette is approximately US$12.2 million, with the Other SF Investors' respective committed investments being undertaken on a pro-rata basis in accordance with their respective proportionate interests as described in the Circular and the aforementioned announcement.

As also explained in those documents, it remains the intention that further complementary businesses will be sought to be identified and acquired by Follow-on Flex Pack and for which up to the remaining amounts of the Company's (along with the Other SF Investors') respective committed investments will be used to (among other things) make such acquisitions.

Further details of the Flex Pack Proposal are set out in the Circular and in the announcement made by the Company on 18 April 2024.

Proposed Return of Capital

As previously announced, it remains the Company's intention to commence returning capital to its Shareholders initially in an amount of approximately US$40 million as soon as possible and which the Company still expects will take place by the end of July 2024. A further announcement is intended to be released in due course in connection with the proposed initial return of capital and any Shareholder approvals that may be required.

For further information:

Important Notice

This announcement contains a number of "forward-looking statements". Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or in each case, their negative, or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Shareholders should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.