3 Jul 2012 15:25
JZ Capital Partners Limited
Results of Second General Meeting
Cancellation of admission to the premium segment of the Official List
Application for admission to the Specialist Fund Market and the CISX
3 July 2012
JZ Capital Partners ("the Company") has a class of ordinary shares of no par value ("Ordinary Shares") listed (premium) on the Official List of the UK Listing Authority ("Official List") and traded on the main market for listed securities of the London Stock Exchange ("Main Market"). The Company also has a class of zero dividend redeemable preference shares of no par value ("ZDP Shares") listed (standard) on the Official List and traded on the Main Market. Summary details are as follows:
Company Name | Description of Listed Security | Listing Category | ISIN |
JZ Capital Partners Limited | Ordinary shares of no par value in the capital of the Company | Premium Equity Closed Ended Investment Funds | GG00B403HK58 |
Zero dividend redeemable preference shares of no par value in the capital of the Company | Standard Listing | GG00B40D7X85 |
On 18 May 2012 the Company announced its intention to seek a transfer of the Ordinary Shares and ZDP Shares from trading on the Main Market to admission to trading on the London Stock Exchange's Specialist Fund Market ("SFM"). The Company also announced that, as a result of such proposals, it would be required to cancel admission of the Ordinary Shares and ZDP Shares to the premium and standard segments (respectively) of the Official List, cancel trading of the Ordinary Shares and the ZDP Shares on the Main Market and amend its articles of incorporation. In addition, the Company announced its intention to seek admission of the Ordinary Share and the ZDP Shares to listing on the Official List of the CISX. Further details of such proposals and the resolutions relating to them are set out in a circular published by the Company on 18 May 2012 (the "Circular"). Unless otherwise stated, defined terms used in this announcement have the same meaning as is given to them in the Circular.
The Circular also contained details of resolutions relating to the Related Party Transaction and the amendment and restatement of the Company's investment policy.
The Board of Directors of the Company is pleased to announce that the resolutions (the "Resolutions") proposed at the second general meeting of the Company at 2.30 p.m. today (the "Second GM") were duly passed without amendment by the required majority on a show of hands.
The Company will therefore apply for the Ordinary Shares and ZDP Shares to be admitted to trading on the SFM and to listing on the CISX.
The last day of dealings of the Ordinary Shares on the premium segment of the Official List and of the ZDP Shares on the standard segment of the Official List will be 30 July 2012. Cancellation of the listing of the Ordinary Shares on the premium segment of the Official List and of the ZDP Shares on the standard segment on the Official List will take effect at 8.00 a.m. on 31 July 2012, being not less than 20 Business Days from today's date. Admission of the Ordinary Shares and the ZDP Shares to the SFM is expected to take place and dealings in such shares are expected to commence on the SFM at 8.00 a.m. on 31 July 2012. Admission of the Ordinary Shares and the ZDP Shares to listing on the CISX is intended to take place at 8.00 a.m. on 31 July 2012.
The ticker symbol of the Ordinary Shares and the ZDP Shares is expected to remain the same following admission to the SFM and CISX.
Proxy appointments in relation to the Resolutions were received in respect of 51,204,711 shares. Details of the proxy votes received in relation to the Resolutions are as follows:
Votes For | % of Votes For | Votes Against | % of Votes Against | Votes Withheld | % of Votes Withheld | |
Resolution 1 Approval of (i) the cancellation of the listing of the Ordinary Shares on the premium segment of the Official List and from trading on the Main Market, and (ii ) the application for the admission of the Ordinary Shares to trading on the SFM and to listing on the CISX. | 49,586,119 | 96.84 | 1,561,756 | 3.05 | 56,836 | 0.11 |
Resolution 2 Approval of adoption, with effect from Admission, of the New Articles. | 49,613,359 | 96.89 | 1,561,756 | 3.05 | 29,596 | 0.06 |
Resolution 3 Approval of the amendment and restatement of the Company's investment policy. | 49,614,000 | 96.89 | 1,561,756 | 3.05 | 28,955 | 0.06 |
Resolution 4 Approval of the Related Party Transaction. | 34,432,736 | 67.25 | 1,561,756 | 3.05 | 15,210,219 | 29.70 |
For further information:
William Simmonds +44 (0)20 7155 4579
J.P. Morgan Cazenove
Neil Doyle/ Ed Berry +44 (0)20 7269 7237 /7297FTI Consulting
David Zalaznick +1 212 572 0800 Jordan/Zalaznick Advisers, Inc.
About JZCP
JZCP is a London listed private equity fund which invests in high quality US and European micro cap companies. Our objective is to achieve a superior overall return comprised of a current yield and significant capital appreciation. JZCP receives investment advice from Jordan/Zalaznick Advisers, Inc ("JZAI") which is led by David Zalaznick and Jay Jordan. They have worked together for 30 years and are supported by teams of investment professionals in New York, Chicago, London and Madrid. JZAI's experts work with the existing management of micro cap companies to help build better businesses, create value and deliver strong returns to our investors. JZCP also invests in mezzanine loans, first and second lien investments and other publicly traded securities. For more information please visit our website at www.jzcp.com.
Jz Capital (JZCP)