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18 Jun 2009 14:08
FOR PUBLICATION IN THE UNITED KINGDOM ONLY. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO ANY OTHER JURISDICTION INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
18 June 2009
JZ Capital Partners Limited
RESULT OF GENERAL MEETING
The Board of Directors of JZ Capital Partners Limited ("JZCP" or the "Company") is pleased to announce that the resolutions proposed at the extraordinary general meeting (the "EGM") and separate class meetings (together with the EGM, the "General Meetings") today to approve the proposed Ordinary Share Placing and Open Offer, the ZDP Rollover Offer and New ZDP Issue, certain related party transactions, the consolidation of Ordinary Shares and other related matters were duly passed without amendment by the required majority on a show of hands.
David Macfarlane, Chairman of JZCP, commented: "We are pleased that the level of support for the Ordinary Share Placing and Open Offer and the New ZDP proposals will enable the Company to meet the redemption cost of existing ZDP Shares due on 24 June, whilst allowing the Company to take advantage of investment opportunities that the investment advisor has identified in the current market."
Further details of the resolutions are set out in a circular published by JZCP on 22 May 2009 (the "Circular").
For information, the following proxy votes were received prior to the EGM:
| Votes For | Percentage Of Votes Cast For | Votes Against | Percentage of Votes Cast Against | Votes Withheld | Percentage of Votes Withheld (1) | |
| Resolution 1 | 51,515,371 | 90.89% | 5,161,356 | 9.11% | 227,905 | 0.24% |
| Resolution 2 | 65,073,985 | 100.00% | 864 | 0.00% | 235,505 | 0.16% |
| Resolution 3 | 42,490,458 | 93.39% | 3,009,733 | 6.61% | 11,404,441 | 11.70% |
| Resolution 4 | 42,490,458 | 93.39% | 3,009,733 | 6.61% | 11,404,441 | 11.70% |
| Resolution 5 | 44,121,987 | 92.59% | 3,531,078 | 7.41% | 9,251,567 | 9.49% |
| Resolution 6 | 53,669,858 | 94.69% | 3,006,869 | 5.31% | 227,905 | 0.24% |
| Resolution 7 | 51,516,235 | 90.89% | 5,160,492 | 9.11% | 227,905 | 0.24% |
| Resolution 8 | 65,073,985 | 100.00% | 864 | 0.00% | 235,505 | 0.16% |
Calculations in respect of Resolutions 2 and 8 are based on the aggregate of the number of outstanding ordinary shares in issue and the number of outstanding zero dividend preference shares in issue. The calculations in respect of the other resolutions are based on the number of outstanding ordinary shares in issue.
For information, the following proxy votes were received prior to the Ordinary Class Meeting:
| Votes For | Percentage Of Votes Cast For | Votes Against | Percentage of Votes Cast Against | Votes Withheld | Percentage of Votes Withheld | |
| Resolution 1 | 50,117,575 | 90.65% | 5,169,359 | 9.35% | 52,084 | 0.05% |
For information, the following proxy votes were received prior to the ZDP Class Meeting:
| Votes For | Percentage Of Votes Cast For | Votes Against | Percentage of Votes Cast Against | Votes Withheld | Percentage of Votes Withheld | |
| Resolution 1 | 8,761,164 | 99.95% | 4,183 | 0.05% | 7,600 | 0.01% |
The Ordinary Share Placing and Open Offer remains conditional upon the Ordinary Share Placing Agreement becoming unconditional in all respects and upon Ordinary Share Admission. The ZDP Rollover Offer and New ZDP Issue remains conditional upon the New ZDP Placing Agreement becoming unconditional in all respects and upon ZDP Admission.
In connection with the Ordinary Share Issue, 117,037,749 New Ordinary Shares are expected to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m on 19 June 2009. Following Ordinary Share Admission, the Company's equity share capital will comprise 214,565,665 listed non-Limited Voting Ordinary Shares and 110,527,388 unlisted Limited Voting Ordinary Shares.
In connection with the New ZDP Issue, 20,707,141 New ZDP Shares are expected to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on Monday, 22 June, 2009.
In accordance with paragraph 9.6.2 of the Listing Rules, two copies of the resolutions passed at the General Meetings have been submitted to the UK Listing Authority and will shortly be available for viewing at the Financial Services Authority's Document Viewing Facility which is situated at:
Document Viewing Facility
UK Listing Authority
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: 020 7066 1000
Set out below are expected timetables of the principal events in relation to the Ordinary Share Issue, the Share Consolidation, the ZDP Rollover Offer and the ZDP New Issue.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
ORDINARY SHARE ISSUE AND SHARE CONSOLIDATION EXPECTED TIMETABLE
| 2009 (1) | |
| Ordinary Share Admission and commencement of dealings in New Ordinary Shares | 8.00 a.m. on 19 June |
| CREST accounts credited | 19 June |
| Share Consolidation Record Date | 6.00 p.m. on 22 June |
| Effective date of Share Consolidation | 8.00 a.m. on 23 June |
| Despatch of definitive Ordinary Shares certificates (to reflect the Share Consolidation), New Ordinary Share certificates (where applicable) and Limited Voting Ordinary Share certificates | by 30 June |
(1) All times are London times. Each of the times and dates above is subject to change.
ZDP ROLLOVER AND NEW ZDP ISSUE EXPECTED TIMETABLE
| 2009 (1) | |
| Record Date for ZDP Rollover Offer | 19 June |
| Conversion of ZDP Shares, in respect of which elections made and not revoked, into New ZDP Shares | 8. 00 a.m. on 22 June |
| ZDP Admission and commencement of dealings in New ZDP Shares | 8.00 a.m. on 22 June |
| CREST accounts credited | 22 June |
| Despatch of definitive New ZDP Share certificates (where applicable) | by 30 June |
(1) All times are London times. Each of the times and dates above is subject to change.
This announcement should be read in conjunction with the full text of the Circular, the prospectus relating to the Ordinary Share Issue (the "Ordinary Share Prospectus") and the prospectus relating to the ZDP proposals (the "ZDP Prospectus", together with the Ordinary Share Prospectus, "the Prospectuses"), each published by JZCP on 22 May 2009. A copy of each of the Circular and Prospectuses is available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, copies of each of the Circular and Prospectuses are available during normal business hours on Monday to Friday of each week (public holidays excepted) from the registered office of the Company at 2nd Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey GY1 3NQ, Channel Islands. The Circular and the Prospectuses will also be available for inspection during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays are excepted) from the date of their publication until ZDP Admission at the offices of Ashurst, Broadwalk House, 5 Appold Street, London EC2A 2HA.
Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Ordinary Share Prospectus.
Contacts
| JZ Capital Partners Limited David Macfarlane, Chairman c/o Smithfield
| +44 20 7360 4900 |
| Jefferies International Limited (Financial Adviser) Chris Snoxall Oliver Griffiths
| +44 20 7029 8000 |
| Smithfield Rupert Trefgarne John Antcliffe | +44 20 7360 4900 |
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser, sponsor and broker to the Company in connection with the proposals and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Jefferies, or for providing advice in relation to the proposals or any other matters referred to in this announcement.
IMPORTANT NOTICE
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares or New ZDP shares except on the basis of the information contained in or incorporated by reference into the relevant prospectus. This announcement shall not constitute or form part of an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.
The distribution or transmission of this announcement and offering of New Ordinary Shares or Limited Voting Ordinary Shares pursuant to the Ordinary Share Issue and/or New ZDP Shares pursuant to the ZDP Proposals to persons located or resident in, or who are citizens of, or who have a registered address other than, the United Kingdom may be affected by the laws of the relevant jurisdictions. It is the responsibility of any such person (including, without limitation, custodians, nominees and trustees) wishing to apply for New Ordinary Shares or Limited Voting Ordinary Shares under the Ordinary Share Issue and/or New ZDP Shares pursuant to the ZDP Proposals to satisfy himself or herself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory. Any failure to comply with such laws may constitute a violation of the securities laws of any such jurisdiction.
The Ordinary Share Issue and the ZDP Proposals will not be made, directly or indirectly, in the United States, Australia, Canada, the Republic of South Africa or Japan (the "Restricted Jurisdictions") unless by means of lawful prior registration or qualification under the applicable laws of the Restricted Jurisdiction, or under an exemption from such requirements. Accordingly, copies of this announcement, including the appendix, are not being, and must not be, mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction into which the same would be unlawful. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or otherwise, forward or send it in, into or from any Restricted Jurisdiction, and so doing may render any purported acceptance or application relating to the Ordinary Share Issue or the ZDP Proposals invalid.
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The New Ordinary Shares, Limited Voting Ordinary Shares and the New ZDP Shares have not been, and will not be, registered under the Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States. The New Ordinary Shares, Limited Voting Ordinary Shares and the New ZDP Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the New Ordinary Shares, Limited Voting Ordinary Shares and the New ZDP Shares in the United States.