Result of Equity Issue

RNS Number : 9502T

JZ Capital Partners Ltd

16 June 2009

 



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

16 June 2009 

JZ Capital Partners Limited

RESULT OF PLACING AND OPEN OFFER, ZDP ROLLOVER OFFER AND ZDP NEW ISSUE

On 22 May 2009, the Board of Directors of JZ Capital Partners Limited ('JZCP' or the 'Company')  announced details of a proposed placing and open offer to raise up to approximately £95.6 million (US$147.2 million) through the issue of up to 227,565,137 Ordinary Shares at an Issue Price of 42 pence per Ordinary Share.  The Company also announced a 1 for 1 rollover of existing  zero  dividend preference shares into New ZDP Shares and a placing and offer for subscription of up to 45,662,313 New ZDP Shares at 215.8p per share. 

As at the closing date on 15 June 2009, the Company is pleased to announce that it has received, in aggregate, subscriptions for all of the 227,565,137 Ordinary Shares under the Ordinary Share Issue, raising the maximum gross proceeds of approximately £95.6 million. This comprises:

• Subscriptions or irrevocable commitments from Ordinary Shareholders in respect of their Open Offer Entitlements (or their equivalent) of 125,699,686 Ordinary Shares, representing 55.2% of the Ordinary Shares offered; and

• A further 101,865,451 Ordinary Shares (representing £42.8 million) that have not been taken up by Qualifying Shareholders or Qualifying US Persons under the Open Offer have been placed with existing Ordinary Shareholders and  additional  new  investors.

The Company also announces that it has received: 

• Elections for 16,007,896 New ZDP Shares (£34.5 million) from existing ZDP Shareholders to convert their existing ZDP Shares into New ZDP Shares,  representing 35.1% of the ZDP Shares in issue; and

• Applications under the New ZDP Offer for Subscription and New ZDP Placing for a further 4,699,245 New ZDP Shares (£10.1 million).

David Macfarlane, Chairman of JZCP, said:

'We are delighted with the response to the Open Offer, with existing and new shareholders subscribing for 227.6 million shares, raising £95.6 million.

'Combined with a successful ZDP Rollover Offer, the Company is now well positioned to repay the remaining ZDP Shares that are due to be redeemed on 24 June 2009 and to take advantage of the opportunities presented by current market conditions in US micro-cap buyouts.'

ORDINARY SHARE ISSUE

In connection with the Open Offer, on 22 May 2009 the Company announced that it had received irrevocable commitments from existing Ordinary Shareholders to subscribe for their Open Offer Entitlements (or their equivalent) under the Ordinary Share Issue in respect of an aggregate of 77,642,488 Ordinary Shares representing £32.7 million (US$50.2 million). This represents  approximately 34.1 per cent. of the Ordinary Shares offered pursuant to the Open Offer.  The Open Offer has now closed in accordance with its terms. JZCP is pleased to announce that Ordinary Shareholders have either subscribed for or irrevocably committed to subscribe for their Open Offer Entitlements (or their equivalent) under the Ordinary Share Issue of 125,699,686 Ordinary Shares in aggregate. This represents approximately 55.2 per cent. of the Ordinary Shares offered pursuant to the Open Offer.  Accordingly, 101,865,451 Ordinary Shares are available to be placed with existing Ordinary Shareholders and new investors representing approximately 44.8 per cent. of the Ordinary Shares offered pursuant to the Open Offer.  

The Company also announced on 22 May 2009 that it had received further irrevocable commitments from existing Ordinary Shareholders and a new investor in respect of 55,353,377 Ordinary Shares representing £23.2 million (US$35.8 million), subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer and Qualifying US Persons in respect of the equivalent of their pro rata entitlements under the Ordinary Share Issue.  In addition, following the announcement on 22 May 2009, the Company has received further irrevocable commitments from existing Ordinary Shareholders and new investors to subscribe for Ordinary Shares which have not been taken up by Qualifying Shareholders or Qualifying US Persons under the Open Offer. Accordingly, all of the 101,865,451 Ordinary Shares that are available are to be placed (without being subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer and Qualifying US Persons) have been allocated to the investors with whom they had been conditionally placed.  

In aggregate, therefore, the Company has received subscriptions for 227,565,137  Ordinary Shares under the Ordinary Share Issue which, subject to the relevant Resolutions being passed at the EGM, will raise gross proceeds of approximately £95.6 million (US$147.2 million).  

The Ordinary Share Issue is conditional upon, amongst other things, the relevant Resolutions being passed at the EGM on 18 June 2009 and Ordinary Share Admission. 

Of the 227,565,137 Ordinary Shares subscribed for pursuant to the Ordinary Share Issue,  110,527,388 have been subscribed for by certain US Persons in the form of unlisted Limited Voting Ordinary Shares, with 117,037,749 being subscribed for in the form of listed New Ordinary Shares.  The 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 Friday 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.

The consolidation of the Company's Ordinary Shares on the basis of every five Ordinary Shares being consolidated into one Ordinary Share, is expected to become effective, following approval by Ordinary Shareholders at the EGM, at 8.00 a.m. on Tuesday 23 June 2009. 

ZDP ROLLOVER OFFER, ZDP NEW ISSUE AND DE-LISTING OF EXISTING ZDP SHARES

The ZDP Rollover Offer, New ZDP Offer for Subscription and New ZDP Placing have  now closed in accordance with their terms.

The Company has received valid elections from existing ZDP Shareholders to convert their existing ZDP Shares into New ZDP Shares for an aggregate of 16,007,896 New ZDP Shares. This represents approximately £34.5 million of New ZDP Shares and 35.1  per cent. of the New ZDP Shares offered under the ZDP Rollover Offer.  The Company has also received valid applications under the New ZDP Offer for Subscription and New ZDP Placing for a further 4,699,245 New ZDP Shares (£10.1 million).  Accordingly, the Company intends to issue 20,707,141 New ZDP Shares.

The ZDP Rollover Offer is conditional upon, amongst other things, the relevant Resolutions being passed at the EGM on 18 June 2009 and the admission of the 20,707,141 New ZDP Shares to the Official List of the UK Listing Authority and commencement of trading on the London Stock Exchange's main market for listed securities which is expected to take effect from 8.00 a.m. on Monday, 22 June, 2009.

As set out in the announcement on 22 May 2009, the existing ZDP Shares are due to be redeemed on 24 June 2009. Accordingly, ZDP Shareholders who did not elect to convert their holding of existing ZDP Shares into New ZDP Shares under the ZDP Rollover Offer will have their holding of existing ZDP Shares redeemed in accordance with their terms. The last day that the existing ZDP Shares will be admitted to listing on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities is expected to be 23 June 2009. The record date for the redemption is expected to be 6 p.m. on 23 June 2009. ZDP Shareholders holding their existing ZDP Shares through CREST are expected to receive payment on 24 June 2009, with cheques being despatched to ZDP Shareholders holding their existing ZDP Shares in certificated form on the same date.

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 Class Meeting	11.00 a.m. on 18June
EGM	11.10 a.m. on 18 June
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, NEW ZDP ISSUE AND DE-LISTING OF EXISTING ZDP SHARES EXPECTED TIMETABLE

	2009(1)
ZDP Class Meeting	11.05 a.m. on 18 June
EGM	11.10 a.m. on 18 June
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, ZDP Admission and commencement of dealings in 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 for New ZDP Shares	22 June
Last day of dealings in the existing ZDP Shares	23 June
Record date for redemption of existing ZDP Shares	6.00 p.m. on 23 June
Payment date for the redemption of existing ZDP Shares	24 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')  published by JZCP on 22 May 2009. 

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	[phone]
Jefferies International Limited (Financial Adviser) Chris Snoxall Oliver Griffiths	[phone]
Smithfield Rupert Trefgarne John Antcliffe	[phone]

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. 

The US$/GB sterling exchange rate adopted throughout this announcement is 1.54, being the exchange rate as at 19 May 2009, the last practicable date prior to publication of the Prospectuses. 

IMPORTANT NOTICE

A copy of the 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 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.

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 Prospectuses. 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.

 

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