JZ Capital Partners Ltd - Proposed Return of Capital and Notice of Extraordinary General Meeting

JZ CAPITAL PARTNERS LIMITED (the "Company")

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 48761)

LEI 549300TZCK08Q16HHU44

Recommended proposal to approve

Amendments to the Articles of Incorporation of the Company to enable
the Company to commence returning capital to Shareholders by way of
a Redemption of Ordinary Shares

and

Notice of Extraordinary General Meeting

30 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 30 May 2024.

Proposed Return of Capital

Further to the Company's announcements made on 18 April 2024 and 8 May 2024, the Company is pleased to provide an update with regard to its intentions of returning capital to 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. The Company also still remains of the view that the most appropriate form and mechanism to effect this initial return of capital will be via a Redemption of its Ordinary Shares.

The Company's approach with respect to this initial return of capital is as earlier explained in line with its investment policy and specifically the strategy of realising the maximum value of investments and, after the repayment of all debt, returning capital to Shareholders, subject always to retaining sufficient funds to cover existing obligations and support certain existing investments to maximise their value.

The Company is not currently permitted to redeem its Ordinary Shares under its existing Articles, nor are the rights of the Ordinary Shares classed as redeemable. As such, in order to enable the Company to commence returning capital to its Shareholders by way of a Redemption of Ordinary Shares (including for the purposes of the abovementioned initial return of capital), Shareholder approval will be sought at an Extraordinary General Meeting of the Company for the purpose of making the necessary amendments to the Articles to permit such a Redemption and to change the rights of the Ordinary Shares to make them redeemable. The amendments to the Articles otherwise include such amendments as are necessary to permit a Redemption of the Ordinary Shares by changing their rights to make them redeemable, and specifying (among other things) the process for redeeming the Ordinary Shares.

Further details of the amendments to the Articles and the related Notice of Extraordinary General Meeting are set out in the Circular.

With respect to any potential further returns of capital in the longer term (and as also earlier explained), the Company remains committed to its investment policy and the strategy as stated immediately above. To that end, the Company will continue to assess its ability to make further returns of capital to Shareholders (as well as the manner in which they are made), and will seek to do so as and when it has sufficient cash reserves that are not otherwise required to support its existing investments to maximise value and/or to meet its existing obligations such as operational expenses.

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the Company will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands at 1.15 p.m. on 3 July 2024 (or as soon thereafter as the Annual General Meeting of the Company convened for the same day and place has been concluded or adjourned). The Notice convening the Extraordinary General Meeting, which contains the Resolution to be proposed at that meeting concerning the amendments to the Articles, is set out at the end of the Circular which will be posted to Shareholders.

The Notice convening the Extraordinary General Meeting is being distributed to members of the Company and will shortly be uploaded to the Company's website at www.jzcp.com. Copies of the Circular the Company is posting to Shareholders are available for viewing, during normal business hours, at the registered office of the Company at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands and will shortly be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Redemption of Ordinary Shares

If the Resolution to be proposed at the Extraordinary General Meeting is passed, the Articles will be amended such that the Company will be permitted to and may from time to time, and as determined by the Board (in its absolute discretion), compulsorily redeem such number of Ordinary Shares as it sees fit from all Shareholders pro rata to their existing holdings of Ordinary Shares. Any Redemption of Ordinary Shares will be made at the Directors' sole discretion, as and when they consider that the Company has sufficient cash reserves available to make a Redemption and otherwise in accordance with the Company's investment policy. That includes (among other things) retaining sufficient funds to cover the Company's existing obligations and to support certain of its existing investments to maximise their value.

Pursuant to a Redemption, the Ordinary Shares will be compulsorily redeemed at a price per Ordinary Share to be determined by the Board that is equal to the most recently published (via an RNS of the Company) month-end NAV per Ordinary Share as at the close of business on the date falling on the final day of the month immediately prior to a Redemption or, in the absence of which, a price to be determined by the Board that is equal to the month-end NAV per Ordinary Share as at the close of business on that date. In either case, such price at which the Ordinary Shares will be compulsorily redeemed may be adjusted as the Board considers appropriate including (without limitation) for any costs associated with a Redemption. Shareholders will be paid their Redemption proceeds in US dollars, or as may be otherwise determined by the Board.

As already earlier explained above, subject to the passing of the Resolution, the Company intends to undertake the abovementioned initial return of capital by way of a Redemption of Ordinary Shares, which is expected to return capital to Shareholders in an amount of approximately US$40 million, by the end of July 2024. The Company will make further announcements in relation to this proposed initial return of capital at the appropriate time following the Extraordinary General Meeting.

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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.