NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This announcement is an advertisement and not a prospectus. Investors should not subscribe for securities referred to in this announcement except on the basis of information in the prospectus published by JZ Capital Partners Limited (the "Company") on 21 July 2014 (the "Prospectus") in connection with the issues (the "Issues") of up to £77,722,280 in aggregate nominal amount of 6.00 per cent. convertible unsecured subordinated loan stock due 2021 ("CULS") and the admission of the CULS to trading on the London Stock Exchange plc's Specialist Fund Market ("Admission"). A copy of the Prospectus is available at www.jzcp.com and at www.morningstar.co.uk/uk/nsm. This announcement does not constitute or form part of any offer or invitation to sell, allot or issue, or any solicitation of or inducement to enter into any offer to purchase or subscribe for, any securities referred to in this announcement (including CULS or any Ordinary Shares arising on any conversion of the CULS) or any other securities, in the United States or in any other jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with any contract therefor.
25 July 2014
JZ Capital Partners Limited
Results of Initial Issue
The Board of the Company is pleased to announce that an initial tranche of £38,861,140 in aggregate nominal amount of 6 per cent. convertible subordinated loan stock due 2021 of the Company (the "Initial CULS") have been issued (the "Initial Issue") at an issue price of £10 per £10 in nominal amount. The Initial Issue was oversubscribed and accordingly a scaling back exercise has been applied to applications received.
The bookbuilding process for the Initial Issue closed at 12.00 midday on 25 July 2014.
Application has been made for 3,886,114 Initial CULS to be admitted to trading on the Specialist Fund Market of the London Stock Exchange. Admission and commencement of unconditional dealings on the London Stock Exchange is expected to occur from 8.00 a.m. on 30 July 2014.
J.P. Morgan Cazenove
Tel: +44 (0)20 7742 4000
Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: +44 (0) 1481 745368
This announcement has been issued by and is the sole responsibility of JZ Capital Partners Limited (the "Company").
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or in any other jurisdiction.
This announcement is an advertisement and not a prospectus and investors should not subscribe for CULS or any ordinary shares of the Company ("Ordinary Shares") arising on any conversion of the CULS except on the basis of information in the Prospectus.
This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for CULS or any Ordinary Shares arising on any conversion of the CULS in the United States or in any other jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or J.P. Morgan Securities plc.
The Company has not been and will not be registered under the United States Investment Company Act of 1940 (as amended) and the recipients of the Prospectus will not be entitled to the benefits of that Act. The Prospectus should not be distributed into the United States or to US Persons (as defined in Regulation S under the United States Securities Act of 1933 (as amended)) ("US Persons"). In addition, neither the CULS nor the Ordinary Shares arising on any conversion of the CULS have been, or will be, registered under the United States Securities Act of 1933 (as amended) or with any securities regulatory authority of any state or other jurisdiction of the United States, and they may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The offer and sale of CULS or any Ordinary Shares arising on any conversion of the CULS has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa (together with the United States, the "Excluded Jurisdictions"). Subject to certain exceptions, the CULS or any Ordinary Shares arising on any conversion of the CULS may not be offered to or sold within the Excluded Jurisdictions or to any national, resident or citizen of the Excluded Jurisdictions.
Each of the Company, J.P. Morgan Securities plc and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
J.P. Morgan Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company and for no one else in connection with the Issues and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Securities plc or for affording advice in relation to the Issues, Admission, the contents of this announcement or any other matter referred to in this announcement or the Prospectus. This does not exclude or limit any responsibility which J.P. Morgan Securities plc may have under Financial Services and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime established thereunder. Apart from the liabilities and responsibilities (if any) which may be imposed on J.P. Morgan Securities plc by the FSMA or the regulatory regime established thereunder. J.P. Morgan Securities plc make no representations, express or implied, nor accept any responsibility whatsoever for the contents of this announcement or the Prospectus nor for any other statement made or purported to be made by any of them or on their behalf in connection with the Company, the Company's investment adviser, the CULS or the Issues. J.P. Morgan Securities plc and its affiliates accordingly disclaim all and any liability (save for any statutory liability) whether arising in tort or contract or otherwise which they might otherwise have in respect of this announcement or the Prospectus or any such statement.
In connection with the Issues, J.P. Morgan Securities plc and its affiliates acting as an investor for its or their own account(s), may acquire CULS and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Issues and the Admission or otherwise. Accordingly, references in the Prospectus to the CULS being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription or dealing by J.P. Morgan Securities plc and any of its affiliates acting as an investor for its or their own account(s). Neither J.P. Morgan Securities plc nor any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Company, J.P. Morgan Securities plc, and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
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