JZ Capital has announced an open offer and placing to raise $150m and a rollover offer of new 2022 ZDPs to replace their existing 2016 ZDPs. The new share capital is being issued on a 9 new shares for every 25 held basis at 419.19p, a 39.7% discount. If shareholders don’t take up shares under the open offer, the net asset value of their investment will be diluted by 36%.
Shareholders could try to vote against the offer but the Board has already secured backing from over 50% of shareholders and so unless these investors change their minds the issue will take place.
They have also already signed up $135.4m of money for the deal – unsurprising given the transfer of value from old to new shareholders.
Some of the money will be deployed in their asset management business, Spruceview Capital Partners – JZ Capital will put in $15m and Jay Jordan / David Zalaznick will put in another $15m.
JZ Capital is offering ZDP Shareholders the option of: (a) exchanging a proportion of their 2016 ZDP Shares for 2022 ZDP Shares on 1 October 2015; or (b) repayment of the 2016 ZDP Share Final Capital Entitlement in respect of their 2016 ZDP Shares plus a further 3.7 pence per 2016 ZDP Share held to be paid on 22 June 2016, or (c) a combination of (a) and (b).
JZCP : JZ Capital in dilutive share issue