Interim Report • Nov 10, 2025
Interim Report
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Interim Report and Financial Statements For the period from 1 March 2025 to 31 August 2025
| Page | |
|---|---|
| Interim Report | |
| Who We Are | 1 |
| Performance and Results Highlights | 2 |
| Chairman's Statement | 4 |
| Investment Adviser's Report | 5 |
| Board of Directors | 8 |
| Report of the Directors | 9 |
| Investment Portfolio | 12 |
| Independent Review Report | 15 |
| Unaudited Condensed Interim Financial Statements (the "Interim Financial Statements") | |
| Statement of Comprehensive Income (Unaudited) | 17 |
| Statement of Financial Position (Unaudited) | 18 |
| Statement of Changes in Equity (Unaudited) | 19 |
| Statement of Cash Flows (Unaudited) | 20 |
| Notes to the Interim Financial Statements (Unaudited) | 21 |
| Company Advisers | 35 |
| Useful Information for Shareholders | 36 |
JZ Capital Partners Limited ("JZCP" or the "Company") seeks to maximise and realise the value of its investments in its US and European micro-cap companies and US real estate, and to return capital to shareholders.
JZCP has investments in US and European micro-cap companies, as well as real estate properties in the US.
JZCP's Investment Adviser is Jordan/Zalaznick Advisers, Inc. ("JZAI") which was founded by David Zalaznick and Jay Jordan in 1986. JZAI is supported by teams of investment professionals in New York, Chicago, London and Madrid.
In August 2020, the Company's shareholders approved changes to the Company's investment policy. Under the policy, the Company will make no further investments except in respect of which it has existing obligations and to continue selectively to support the existing portfolio. The intention is to realise the maximum value of the Company's investments and, having repaid all debt (completed December 2023), to return capital to shareholders (the "Company's Investment Policy"). In July 2024, the Company obtained shareholder approval to amend the Company's Articles to permit redemptions of the Ordinary Shares by changing the rights of the Ordinary shares to enable them to be redeemable at the option of the Company.
JZCP is a Guernsey-domiciled closed-ended investment company authorised by the Guernsey Financial Services Commission. JZCP's shares trade on the London Stock Exchange.
During the period from 1 March 2025 to 31 August 2025, the Company received proceeds of \$2.3 million from realised investments and escrow receipts. During the period, the Company invested \$0.9 million in order to support and maximise the value of the existing portfolio. Since the Company adopted its investment policy in August 2020, the Company has achieved realisations in excess of \$500 million, repaid approximately \$270 million of debt and returned \$70 million of capital to shareholders.
Realisations and refinancings - Post implementation of the Company's Investment Policy in August 2020
| Proceeds \$ million |
|
|---|---|
| K2 Towers II & ABTB sold in October 2020 | 18.6 |
| Greenpoint property sold in October 2020 | 13.6 |
| Secondary sale of U.S micro-cap companies to JZHL Secondary Fund in December 2020 | 87.7 |
| George Industries sold in April 2021 | 9.5 |
| Proceeds from Salter Labs realisation completed in November 2021 | 45.8 |
| Distributions from JZHL Secondary Fund in 2023 and 2024 | 165.2 |
| New Vitality sold in July 2022 | 7.4 |
| Proceeds from realisation of Evriholder a subsidiary of Deflecto Holdings in January 2023 | 54.3 |
| Proceeds from the partial sale of ISS in December 2022 and subsequent escrow receipts | 39.3 |
| Proceeds from realisation of Deflecto Holdings in October 2024 | 20.7 |
| Distributions and loan repayments from the European micro-cap portfolio | 36.0 |
| Other realisations and distributions | 19.5 |
| Total | 517.6 |
NAV per share at 31 August 2025 was \$4.04 (28 February 2025: \$4.06).
The following table presents the Company's year to date NAV performance by sector:

NAV returns below are presented in US Dollar terms and on a dividend reinvested basis and for periods ended 31 August 2025.
| 6 Months | 1 Year | 3 Year1 | 5 Year | 7 Year | 10 Year | |
|---|---|---|---|---|---|---|
| Total NAV return | -0.5% | -2.7% | -9.2% | -12.2% | -58.9% | -60.4% |
1 The three-year NAV return performance reflects the restated NAV per share at 31 August 2022 of \$4.45 due to a prior period correction. Based on the reported NAV per share, in November 2022 of \$4.71 the Total NAV return for the three-year period was -14.2%.
JZCP's share price at 31 August 2025 was £1.92 (28 February 2025: £2.20).
Shareholder returns below are presented in Sterling and on the basis returns of capital and dividends are reinvested and are for the periods ended 31 August 2025.
| 6 Months | 1 Year | 3 Year | 5 Year | 7 Year | 10 Year | |
|---|---|---|---|---|---|---|
| Total Shareholder return | -7.7% | 3.6% | 25.7% | 141.5% | -51.6% | -43.9% |
In July 2024, the Company returned \$40 million of capital to shareholders and in March 2025 a further \$30 million via a compulsory redemption of Ordinary shares.
Following the above redemptions, the shareholder returns include the excess of the return of capital at NAV versus the prevailing share price. This calculated return to shareholders has been adjusted to reflect the number of shares redeemed.
The data below shows the theoretical discount of the period end share price and the period end NAV per share and does not factor in the timing delay in announcing the period end NAV to the market.
| 31.8.2018 | 31.8.2020 | 31.8.2022 | 31.8.2024 | 31.8.2025 | |
|---|---|---|---|---|---|
| Discount | -41.2% | -74.1% | -55.3% | -37.9% | -35.9% |

Total NAV return, Total Shareholder returns and NAV to Market Price discount are classified as Alternative Performance Measurements under European Securities and Market Authority guidelines and are further explained on page 36 under Useful Information for Shareholders.
The Directors present the results of the Company for the six-month period ended 31 August 2025. The NAV per share has decreased from \$4.06 at 28 February 2025 to \$4.04 at 31 August 2025 (\$4.15 at 31 August 2024).
The Company's situation remains little changed from that reported alongside the results for the financial year ended 28 February 2025. The Board and Investment Adviser remain committed to the implementation of the Investment Policy to maximise the value of, and to realise, the Company's investment portfolio and to continue to return capital. The Directors are pleased to have been able to implement two returns of capital amounting to approximately \$70 million. However, future returns of capital are dependent on further realisations; as previously reported, and as expected, this has been and continues to be a quiet time for realisations.
The Company has cash and treasuries of approximately \$77 million and an investment portfolio of approximately \$166 million. It continues to be the Company's policy to maintain a significant cash cushion whilst the investment portfolio remains substantial. The Directors feel that this is prudent out of general caution and further justified by the recent volatility related to U.S. trade policy.
In accordance with the Investment Policy, and as previously announced, existing investments will be supported where there are continuing obligations to do so or otherwise for the maximisation of their value. For this purpose, \$20.5 million was reserved for Follow-on Flex Pack, of which \$12.3 million has been invested; \$12.5 million for Esperante, the office tower in West Palm Beach in Florida, of which \$9.0 million has been invested; \$15 million for Spruceview; and \$20 million for capital calls from JZI Fund III, L.P., including an anticipated requirement for further support.
Some modest realisations may be achieved in the short to medium term; however, recent market turmoil caused by U.S. trade policy and difficult market conditions in Europe may lead to delays in realising the Company's investment portfolio. It currently remains the case that the realisation of the majority in value of the investment portfolio is not planned or expected until towards the end of the estimated period to complete the Company's managed wind down. Shareholders are reminded that the investment portfolio includes investments that the Company does not directly control.
Our US and European micro-cap portfolios were down a combined 6 cents for the period. We continue to work towards several realisations in both portfolios.
The Company has two remaining properties with equity value: Esperante, an office building in West Palm Beach, Florida, and 247 Bedford Avenue, a retail building with Apple as the primary tenant, in Williamsburg, Brooklyn. The real estate portfolio experienced a net write-down of 1 cent per share.
The Company continues to be in a strong financial position following the return to date of approximately \$70 million to shareholders. The Board and the Investment Adviser continue to be focussed on the implementation of the Company's investment policy and the maximisation of the value of the Company's remaining investments, their orderly realisation and the return of capital to shareholders.
David Macfarlane Chairman 5 November 2025
During the past eighteen months, we returned \$70 million of capital to shareholders, \$40 million in July 2024 and \$30 million in the first calendar quarter of of 2025. As previously reported, we require a significant amount of cash to support and maximize the value of our existing portfolio. We will continue to evaluate the Company's ability to make further distributions of capital to shareholders as we realize assets
During the period from 1 March 2025 to 31 August 2025, the Company received proceeds of \$2.3 million from realized investments and escrow receipts and invested \$0.9 million in order to support and maximize the value of the existing portfolio. Since the Company adopted its investment policy in August 2020, the Company has achieved realizations in excess of \$500 million, repaid approximately \$270 million of debt and returned \$70 million of capital to shareholders.
JZCP's NAV per share decreased 2 cents, or approximately 0.5%, during the period.
| NAV per Ordinary share as of 28 February 2025 | \$4.06 |
|---|---|
| Change in NAV due to capital gains and accrued income | |
| - European micro-cap | (0.06) |
| - Real estate | (0.01) |
| - Other investments | (0.01) |
| + Income from treasuries | 0.02 |
| Other changes in NAV | |
| + Net foreign exchange effect | 0.09 |
| - Expenses and taxation | (0.05) |
| NAV per Ordinary share as of 31 August 2025 | \$4.04 |
The US micro-cap portfolio was flat for the period. Our European portfolio was written down six cents during the period and our real estate portfolio was written down by one cent during the period.
The chart below summarises cumulative total shareholder returns and total NAV returns for the most recent six-month, one-year, three-year and five-year periods.
| 31.8.2025 | 28.2.2025 | 31.8.2024 | 31.8.2022 | 31.8.2020 | |
|---|---|---|---|---|---|
| Share price (in GBP) | £1.92 | £2.20 | £1.96 | £1.71 | £0.89 |
| NAV per share (in USD) | \$4.04 | \$4.06 | \$4.15 | \$4.45 | \$4.60 |
| NAV to market price discount | 35.9% | 31.8% | 37.9% | 55.3% | 74.1% |
| 6 month | 1 year | 3 year | 5 year | ||
| return | return | return | return | ||
| Total Shareholders' return (GBP)1 | -7.7% | 3.6% | 25.7% | 141.5% |
1 Following the compulsory redemption of Ordinary shares in July 2024 and March 2025, shareholder returns include the excess of the return of capital at NAV versus the prevailing share price. This calculated return to shareholders has been adjusted to reflect the number of shares redeemed.
Our portfolio is well-diversified by asset type and geography, with 23 US and European micro-cap investments across seven industries. The European portfolio, consisting of eleven companies, itself is well-diversified geographically across Spain, Italy, Portugal, Luxembourg, Denmark and the UK.

Below is a summary of JZCP's assets and liabilities at 31 August 2025 as compared to 28 February 2025. An explanation of the changes in the portfolio follows:
| 31.8.2025 US\$'000 |
28.2.2025 US\$'000 |
|
|---|---|---|
| US micro-cap portfolio | 64,200 | 64,612 |
| European micro-cap portfolio | 44,351 | 44,400 |
| Real estate portfolio | 34,700 | 34,567 |
| Other investments | 23,177 | 23,614 |
| Total Private Investments | 166,428 | 167,193 |
| Treasuries | 51,665 | 82,017 |
| Cash | 26,263 | 25,074 |
| Total Treasuries and Cash | 77,928 | 107,091 |
| Other assets | 55 | 1,155 |
| Total Assets | 244,411 | 275,439 |
| Other liabilities | 673 | 774 |
| Total Liabilities | 673 | 774 |
| Total Net Assets | 243,738 | 274,665 |
As you know from previous reports, our US portfolio is grouped into industry 'verticals' and co-investments. As of December 4, 2020, certain of our verticals and co-investments are now grouped under JZHL Secondary Fund, LP ("JZHL" or the "Secondary Fund"). JZCP has a continuing interest in the Secondary Fund through a Special LP Interest, which entitles JZCP to certain distributions from the Secondary Fund.
Our 'verticals' strategy focuses on consolidating businesses under industry executives who can add value via organic growth and cross-company synergies. Our co-investments strategy has allowed for greater diversification of our portfolio by investing in larger companies alongside well-known private equity groups.
The US micro-cap portfolio was flat for the period.
Our European portfolio was written down six cents during the period.
JZCP invests in the European micro-cap sector through its approximately 18.8% ownership of JZI Fund III, L.P. As of 31 August 2025, Fund III held 11 investments: five in Spain, two in Italy and one in the UK, Portugal, Denmark and Luxembourg.
The Company's two remaining real estate assets that have equity value are 247 Bedford Avenue in Brooklyn, New York (where Apple is the principal tenant), and the Esperante office building in West Palm Beach, Florida.
The real estate portfolio experienced a write-down of one cent per share during the period.
Our asset management business in the US and Latin America, Spruceview Capital Partners, has continued to grow since we last reported to you. During the period, Spruceview had a final closing for its fourth private markets fund and continued to seek commitments to its fifth private markets fund, with additional closings anticipated in the fourth quarter of 2025. Spruceview engaged in a meaningful partnership with a global bank and asset management firm to raise a private equity fund which has been officially launched with an institutional anchor investor and is undergoing a fundraising process.
We expect Spruceview assets under management to continue to grow organically from its existing clients as well as new clients.
As previously reported, Richard Sabo, former Chief Investment Officer of Global Pension and Retirement Plans at JPMorgan and a member of that firm's executive committee, is leading a team of 25 investment, business and product development, legal and operations professionals.
We are working on new realizations and further distributions. Thank you for your continued support.
Yours faithfully, Jordan/Zalaznick Advisers, Inc. 5 November 2025
Mr Macfarlane was appointed to the Board of JZCP in 2008 as Chairman and a non-executive Director. Until 2002, he was a Senior Corporate Partner at Ashurst. He was a non-executive director of the Platinum Investment Trust Plc from 2002 until January 2007.
Mr Jordan is a private investor who was appointed to the Board of JZCP in 2008. He was a director of the First Eagle family of mutual funds until 31 December 2023. Until 30 June 2005, he was the managing director of Arnhold and S. Bleichroeder Advisers, LLC, a privately owned investment bank and asset management firm; and until 25 July 2013, he was a non-executive director of Leucadia National Corporation.
Ms Parr was appointed to the Board of JZCP in June 2018. She has over 35 years in the finance industry and spent a significant portion of her professional career with Deloitte and Touche in a number of different countries. After a number of years in the audit department, on relocating to Guernsey in 1999 she transferred into their fiduciary and fund management business and, after completing a management buyout and subsequently selling to Barclays Wealth in 2007, she ultimately retired from her role there as Global Head of Wealth Structuring in 2011. Ms Parr holds a number of Non-Executive Directorships across the financial services sector including in other listed funds. Ms Parr is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Society of Trust and Estate Practitioners, and is a resident of Guernsey.
Mr Paxton was appointed to the Board in August 2020. He has more than 25 years of funds and financial services industry experience, with a demonstrable track record in advising closed-ended London listed boards and their audit committees on IPOs, capital market transactions, audit and other corporate governance matters. He was previously C.I. Head of Advisory for KPMG in the Channel Islands, a position he held from 2008 through to his retirement from the firm in 2019. He is a Fellow of the Institute of Chartered Accountants in England and Wales and a resident of Guernsey.
1 Chairman of the nominations committee of which all Directors are members.
2 Chairman of the audit committee of which all Directors are members.
3 Appointed as Senior Independent Director of the Company on 4 September 2025.
The Directors are responsible for preparing the Interim Report and Financial Statements comprising the Halfyearly Interim Report (the "Interim Report") and the Unaudited Condensed Interim Financial Statements (the "Interim Financial Statements") in accordance with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
In order to align with best practice, on 4 September 2025 the Company appointed Ms Sharon Parr as Senior Independent Director of the Company.
In October 2025, the FRC have concluded a review of the Company's Annual Report and Financial Statements for the year ended 28 February 2025 in accordance with Part 2 of the FRC Corporate Reporting Review Operating Procedures. Whilst there were no material concerns/queries raised from the review, matters were highlighted where the FRC believed that users of the accounts would benefit from improvements to existing reporting. The Audit Committee of the Company will be considering these points raised as part of the next reporting cycle. Further information on the scope and limitations of the FRC's review process is available on the FRC's website at www.frc.org.uk.
The Company's Board believes the principal risks and uncertainties that relate to an investment in JZCP are as follows:
The Company invests predominantly in unquoted companies and real estate. Therefore, this potential illiquidity means there can be no assurance investments will be realised at their latest valuation or on the timing of such realisations. The Board considers this illiquidity when planning to meet its future financial obligations. On a quarterly basis, the Board reviews a working capital model produced by the Investment Adviser which highlights the Company's projected liquidity and financial commitments.
The Company is reliant on the Investment Adviser to support the Company's investment portfolio by executing suitable investment decisions. The Investment Adviser provides the Board with an explanation of all investment decisions and also provides quarterly investment reports and valuation proposals of investee companies. The Board reviews investment performance quarterly and investment decisions are checked to ensure they are consistent with the agreed investment strategy.
Although the Company has no direct employees, the Company considers what dependence there is on key individuals within the Investment Adviser and service providers that are key to the Company meeting its operational and control requirements.
Share Price Trading at Discount to NAV
JZCP's share price is subject to market sentiment and will also reflect any periods of illiquidity when it may be difficult for shareholders to realise shares without having a negative impact on share price.
Macroeconomic Risks and Impact on NAV
The Company's performance, and underlying NAV, is influenced by economic factors that affect the demand for products or services supplied by investee companies and the valuation of Real Estate interests held. Economic factors will also influence the Company's ability to invest and realise investments and the level of realised returns. Approximately 20% (28 February 2025: 18%) of the Company's investments are denominated in non-US dollar currencies, primarily the euro and also sterling. Fluctuations to these exchange rates will affect the NAV of the Company.
Uncertainties in today's world that influence economic factors include:
(i) Geopolitical Conflicts Including the War in Ukraine and the heightened tensions in the Middle East
JZCP's investments are predominantly focused in the U.S. and Western Europe, and as such, the portfolio has no direct exposure to the affected regions.
The Board continues to receive reports from the Investment Adviser on the impact of any fluctuations of energy costs on its investment portfolio, the Board notes further escalations could increase volatility in energy cost and financial markets.
(ii) Changes in Trade Policy and International Relationships
The initial decision to impose wide-ranging tariffs by the U.S. government negatively impacted financial markets and strained international relationships. Whilst the subsequent trade agreements the U.S. government has negotiated have lessened the impact, uncertainties still remain. The Board will continue to monitor the situation regarding U.S. trade policy and any likely impact on the valuation of the Company's investments.
JZCP does not have a sustainability-driven investment strategy, nor is its intention to do so, but the Board believes that considering the principle of being environmentally responsible is important in realising the maximum value of the Company's investments.
JZCP only invests where it has existing obligations or to continue selectively to support the existing portfolio. JZAI, where possible, plans to use its influence as an investor to ensure investee businesses and funds have a cautious and responsible approach to environmental management of their business operations. JZCP invests across a wide range of businesses but has limited exposure to those that create high levels of emissions.
The Board considers the impact of climate change on the firm's business strategy and risk profile and, where appropriate will make timely climate change related disclosures. Regular updates, given by the Investment Adviser on portfolio companies and properties, will include potential risk factors pertaining to climate change and how/if these risks are to be mitigated. The Board receives a report from the Investment Adviser categorising the Company's investments according to their level of exposure to climate-related risks. These climate-related risks can be categorised as either physical (impact of extreme weather, rising sea levels) or transitional (impact of the transition to a lower-carbon economy).
The Board also has regard to the impact of the Company's own operations on the environment and other stakeholders. There are expectations that portfolio companies operate in a manner that contributes to sustainability by considering the social, environmental, and economic impacts of doing business. The Board requests the Investment Adviser Report on any circumstances where expected standards are not met.
The Board has assessed the impact of climate change and has judged that the Company's immediate exposure to the associated risks are low and therefore there is no material impact on the fair value of investments and the financial performance reported in these Interim Financial Statements.
The Board considers the principal risks and uncertainties above are broadly consistent with those reported at the prior year end.
A fundamental principle of the preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") is the judgement that an entity will continue in existence as a going concern for a period of at least 12 months from signing of the Interim Financial Statements, which contemplates continuity of operations and the realisation of assets and settlement of liabilities occurring in the ordinary course of business.
In reaching its conclusion, the Board has considered the risks that could impact the Company's liquidity over the period from 5 November 2025 to 30 November 2026 (the "Going Concern Period"). There were no events or conditions identified beyond this period which may cast significant doubt on the Company's ability to continue as a going concern.
At 31 August 2025, the Company had no outstanding debt and held liquid assets of approximately \$77.9 million (28 February 2025: \$107.1 million), comprising cash of \$26.3 million (28 February 2025: \$25.1 million) and treasuries of \$51.7 million (28 February 2025: \$82.0 million). During the period ended 31 August 2025, the Company received approximately \$2.0 million from realisations and distributions, \$0.2 million from escrows and \$1.7 million interest from treasury bills and cash. The Company had cash outflows relating to follow-on investments and expenses of approximately \$0.9 million and returned \$30.0 million of capital to shareholders.
As at 5 November 2025, the Company holds cash and treasuries of approximately \$77 million. Potential further returns of capital in the longer term will be subject always to retaining sufficient funds to support certain existing investments to maximise their value and/or to meet its existing obligations such as operational expenses. The Company's financial obligations include \$7.3 million to Follow-on Flex Pack (through JZHL Secondary Fund LP). In addition, the Company anticipates it may require the following amounts to support certain other existing assets: approximately \$3.5 million for Esperante, \$15 million for Spruceview and \$20 million for JZI Fund III. The expected timeframe for these further investments is within a three-year period.
The Board takes account of the levels of funding obligations the Company could be called on through capital calls on existing investments, as well as the accuracy of previous forecasts to assess the predicted accuracy of forecasts presented. The Company continues to work on the realisation of various investments within a timeframe that will enable the Company to maximise the value of its investment portfolio. Due to the Company's strong liquidity, the timeframe to realise investments is not determined by the need to meet financial obligations and the Company is able to mitigate any downturn in the wider economy which might influence the ability to exit investments.
After careful consideration and based on the assessment outlined above, the Board is satisfied, as at the date of the signing of the Interim Financial Statements, that it is appropriate to adopt the going concern basis in preparing the financial statements and it has a reasonable expectation that the Company will continue in existence as a going concern for the period ending 30 November 2026.
Approved by the Board of Directors and agreed on behalf of the Board on 5 November 2025.
David Macfarlane Sharon Parr Chairman Director
| 31 August 2025 | Percentage | ||
|---|---|---|---|
| Cost1 US\$'000 |
Value US\$'000 |
of Portfolio % |
|
| US Micro-cap portfolio | |||
| US Micro-cap Fund | |||
| JZHL Secondary Fund L.P.2 Invested in four companies in the US micro-cap sector: (See page 14 for further information) Total JZHL Secondary Fund L.P. valuation |
36,851 | 37,938 | 17.4 |
| US Micro-cap (Vertical) | |||
| INDUSTRIAL SERVICES SOLUTIONS WC, L.P. ("ISS")3 Provider of aftermarket maintenance, repair, and field services for critical process equipment throughout the US |
|||
| Total Industrial Services Solutions WC, L.P. | 18,430 | 22,422 | 10.3 |
| US Micro-cap (Co-investment) | |||
| ORIZON Manufacturer of high precision machine parts and tools for aerospace and defence industries |
|||
| Total Orizon | 3,899 | 3,840 | 1.8 |
| US Micro-cap (Other) NATIONWIDE STUDIOS Processor of digital photos for pre-schoolers |
|||
| Total Nationwide Studios | 26,324 | - | - |
| Total US Micro-cap portfolio | 85,504 | 64,200 | 29.5 |
| European Micro-cap portfolio | |||
| EUROMICROCAP FUND 2010, L.P. Invested in European Micro-cap entities |
825 | - | - |
| JZI FUND III, L.P. JZCP's investment in JZI Fund III is further detailed on page 14 |
56,210 | 44,351 | 20.3 |
| Debt Investments (loans to European micro-cap companies) | |||
| TORO FINANCE Provides short term receivables finance to the suppliers of major Spanish |
|||
| companies | 21,619 | - | - |
| XACOM4 Supplier of telecom products and technologies |
2,055 | - | - |
| Total European Micro-cap portfolio | 80,709 | 44,351 | 20.3 |
| 31 August 2025 | Percentage | ||
|---|---|---|---|
| Cost 1 | Value | of Portfolio | |
| US\$'000 | US\$'000 | % | |
| Real Estate portfolio | |||
| 247 BEDFORD AVENUE Prime retail asset in northern Brooklyn, NY |
18,848 | 7,152 | 3.3 |
| ESPERANTE An iconic building on the downtown, West Palm Beach skyline |
23,955 | 27,548 | 12.6 |
| Total Real Estate portfolio | 42,803 | 34,700 | 15.9 |
| Other investments | |||
| BSM ENGENHARIA Brazilian-based provider of supply chain logistics, infrastructure services and equipment rental |
6,115 | - | - |
| JZ INTERNATIONAL Fund of European LBO investments SPRUCEVIEW CAPITAL PARTNERS, LLC |
- | 121 | 0.1 |
| Asset management company focusing primarily on managing endowments and pension funds |
35,455 | 23,056 | 10.6 |
| Total Other investments | 41,570 | 23,177 | 10.7 |
| Listed investments | |||
| U.S. Treasury Bills - Maturity 4 September 2025 | 2,416 | 2,440 | 1.1 |
| U.S. Treasury Bills - Maturity 25 September 2025 | 1,610 | 1,623 | 0.7 |
| U.S. Treasury Bills - Maturity 23 October 2025 | 3,070 | 3,085 | 1.4 |
| U.S. Treasury Bills - Maturity 20 November 2025 | 44,456 | 44,517 | 20.4 |
| Total Listed investments | 51,552 | 51,665 | 23.6 |
| Total - portfolio | 302,138 | 218,093 | 100.0 |
1 Original book cost incurred by JZCP adjusted for subsequent transactions. Other than JZHL Secondary Fund (see foot note 2), the book cost represents cash outflows and excludes Payment In Kind ("PIK") investments.
2 Notional cost of the Company's interest in JZHL Secondary Fund is calculated in accordance with IFRS, and represents the fair value of the Company's LP interest on recognition adjusted for subsequent distributions.
3 Co-investment with Fund A, a Related Party (Note 13).
4 Classified as loan at amortised cost.
| JZHL Valuation1 As at 31.8.2025 \$'000s |
|
|---|---|
| US Micro-cap investments | |
| ACW FLEX PACK, LLC1 Provider of a variety of custom flexible packaging solutions to converters and end-users |
562 |
| PEACEABLE STREET CAPITAL, LLC1 Specialty finance platform focused on commercial real estate |
13,703 |
| TIERPOINT, LLC1 Provider of cloud computing and colocation data centre services |
6,732 |
| THE ROBINETTE COMPANY2 Provider of flexible packaging |
17,694 |
| Total investments | 38,691 |
| Hurdle amount due to Secondary Investors | (753) |
| JZCP's interest in JZHL Secondary Fund | 37,938 |
1 JZCP's valuation being 37.5% Special L.P. interest in the underlying investment in JZHL Secondary Fund.
| Country | As at 31.8.2025 |
JZCP Cost (EURO)1 JZCP Value (EURO)1 JZCP Value (USD) As at 31.8.2025 |
As at 31.8.2025 |
|
|---|---|---|---|---|
| €'000s | €'000s | \$'000s | ||
| ALIANZAS EN ACEROS | Spain | 5,206 | 319 | 373 |
| Steel service center BLUESITES |
||||
| Build-up in cell tower land leases | Portugal | 485 | 3,188 | 3,731 |
| CANARY GREEN CORNER | ||||
| Build-up of petrol stations | Spain | 3,938 | 3,534 | 4,137 |
| COLLINGWOOD | ||||
| Niche UK motor insurer | UK | 3,015 | 3,056 | 3,577 |
| ERSI | Lux | 8,569 | 1,363 | 1,596 |
| Reinforced steel modules FACTOR ENERGIA |
||||
| Electricity supplier | Spain | 3,650 | 8,184 | 9,580 |
| FINCONTINUO | ||||
| Niche consumer lender | Italy | 6,520 | 1,875 | 2,195 |
| LUXIDA | ||||
| Build-up in electricity distribution | Spain | 3,324 | 4,256 | 4,982 |
| S.A.C | ||||
| Vendor loan note to management of exited | ||||
| operational van leasing company | Denmark | 1,625 | 2,872 | 3,361 |
| TREEE | Italy | 7,222 | 885 | 1,036 |
| E-waste recycling UFASA |
||||
| Niche consumer lender | Spain | 3,728 | 4,842 | 5,667 |
| Other net assets | 4,116 | |||
| Total valuation | 44,351 |
1 The Company indirectly holds an 18.75% partnership interest in JZI Fund III. The costs and valuations in above table are JZCP 's approximate share of JZI Fund III's total cost/value.
2 JZCP's valuation being 61.5% Special L.P. interest in the underlying investment in JZHL Secondary Fund.
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 August 2025 which comprises the Statement of Comprehensive Income (Unaudited), Statement of Financial Position (Unaudited), Statement of Changes in Equity (Unaudited), Statement of Cash Flows (Unaudited) and related Notes 1 to 18. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 August 2025 are not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union ("IAS 34"), and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
We conducted our review in accordance with International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE) issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in Note 2, the annual financial statements of the Company are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union.
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with this ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.
The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.
Ernst & Young LLP Guernsey, Channel Islands 5 November 2025
For the period from 1 March 2025 to 31 August 2025
| Note | Six Month Period Ended 31 August 2025 US\$'000 |
Six Month Period Ended 31 August 2024 US\$'000 |
|
|---|---|---|---|
| Income, investment and other gains | |||
| Investment income | 7 | 2,318 | 3,776 |
| Bank and deposit interest | 284 | 434 | |
| Net foreign currency exchange gains | 23 | 191 | |
| Realisations from investments held in escrow accounts | 16 | 221 | 658 |
| Net profit on investments at fair value through profit or loss | 6 | - | 3,714 |
| 2,846 | 8,773 | ||
| Expenses and losses | |||
| Net loss on investments at fair value through profit or loss | 6 | (760) | - |
| Investment Adviser's base fee | 8 | (1,928) | (2,327) |
| Administrative expenses | (939) | (1,743) | |
| Directors' remuneration | (146) | (146) | |
| (3,773) | (4,216) | ||
| Operating (loss)/profit | (927) | 4,557 | |
| Finance costs | - | - | |
| (Loss)/profit before taxation | (927) | 4,557 | |
| Taxation | 17 | - | - |
| (Loss)/profit for the period | (927) | 4,557 | |
| Weighted average number of Ordinary shares in issue during the period |
15 | 60,799,892 | 75,452,491 |
| Basic and diluted (loss)/earnings per Ordinary share | 15 | (1.52)c | 6.04c |
The (loss)/profit for the period all derive from continuing operations.
As at 31 August 2025
| Note | 31 August 2025 US\$'000 |
28 February 2025 US\$'000 |
|
|---|---|---|---|
| Assets | |||
| Investments at fair value through profit or loss | 9 | 218,093 | 249,210 |
| Other receivables | 55 | 186 | |
| Cash at bank | 26,263 | 25,074 | |
| Prepayment of Investment Adviser's base fee | 8 | - | 969 |
| Total assets | 244,411 | 275,439 | |
| Liabilities | |||
| Other payables | 10 | 613 | 774 |
| Investment Adviser's base fee | 8 | 60 | - |
| Total liabilities | 673 | 774 | |
| Equity | |||
| Share capital | 157,074 | 176,334 | |
| Distributable reserve | 86,664 | 98,331 | |
| Total equity | 243,738 | 274,665 | |
| Total liabilities and equity | 244,411 | 275,439 | |
| Number of Ordinary shares in issue at period/year end | 11 | 60,320,352 | 67,673,293 |
| Net asset value per Ordinary share | 14 | \$4.04 | \$4.06 |
These Interim Financial Statements on pages 17 to 34 were approved by the Board of Directors and authorised for issuance on 5 November 2025. They were signed on its behalf by:
David Macfarlane Sharon Parr Chairman Director
For the period from 1 March 2025 to 31 August 2025
| Note | Share Capital US\$'000 |
Distributable Reserve US\$'000 |
Total US\$'000 |
|
|---|---|---|---|---|
| Balance as at 1 March 2025 | 176,334 | 98,331 | 274,665 | |
| Loss for the period | - | (927) | (927) | |
| Repurchase of Ordinary shares1 | 11 | (19,260) | (10,740) | (30,000) |
| Balance at 31 August 2025 | 157,074 | 86,664 | 243,738 |
| Note | Share Capital US\$'000 |
Distributable Reserve2 US\$'000 |
Total US\$'000 |
|
|---|---|---|---|---|
| Balance as at 1 March 2024 | 216,650 | 99,459 | 316,109 | |
| Profit for the period | - | 4,557 | 4,557 | |
| Repurchase of Ordinary shares | 11 | (40,000) | - | (40,000) |
| Balance at 31 August 2024 | 176,650 | 104,016 | 280,666 |
1 Following the initial return of capital in July 2024, the Board decided subsequent returns of capital would be allocated against Share Capital and the Distributable Reserve in proportion to their opening balances.
2 At the year ended 28 February 2025, the Board decided to change the presentation of the Company's reserves from prior periods to combine what was previously the Other Reserve and Retained Deficit in the now renamed Distributable Reserve. This change was made to simplify the Company's reserve structure and aid the presentation as the Company makes further returns of capital. There was no quantitative impact on the profit/loss of the Company due to the change in presentation of the reserves. The balances of the Other Reserve and Retained Deficit at 1 March 2024 were \$353,528,000 and (\$254,069,000) respectively and combined to the now named Distributable Reserve of \$99,459,000.
For the period from 1 March 2025 to 31 August 2025
| Six Month | Six Month | |||
|---|---|---|---|---|
| Period Ended | Period Ended | |||
| 31 August 2025 | 31 August 2024 | |||
| Note | US\$'000 | US\$'000 | ||
| Cash flows from operating activities | ||||
| Cash inflows | ||||
| Realisation of investments | 9 | 2,031 | 14,710 | |
| Maturity of treasury bills | 9 | 88,253 | 271,429 | |
| Bank interest received | 284 | 434 | ||
| Escrow receipts received | 16 | 221 | 4,662 | |
| Cash outflows | ||||
| Direct investments and capital calls | 9 | (856) | (21,442) | |
| Purchase of treasury bills | 9 | (56,753) | (213,147) | |
| Investment Adviser's base fee paid | 8 | (899) | (2,469) | |
| Other operating expenses paid | (1,115) | (1,777) | ||
| Net cash inflow from operating activities | 31,166 | 52,400 | ||
| Cash flows from financing activities | ||||
| Repurchase of Ordinary shares | 11 | (30,000) | (40,000) | |
| Net cash outflow from financing activities | (30,000) | (40,000) | ||
| Increase in cash at bank | 1,166 | 12,400 | ||
| Reconciliation of net cash flow to movements in cash at bank | ||||
| US\$'000 | US\$'000 | |||
| Cash at bank at beginning of period | 25,074 | 13,368 | ||
| Increase in cash at bank | 1,166 | 12,400 | ||
| Foreign exchange movements on cash at bank | 23 | 191 | ||
| Cash at bank at period end | 26,263 | 25,959 |
JZ Capital Partners Limited ("JZCP" or the "Company") is a Guernsey domiciled closed-ended investment company which was incorporated in Guernsey on 14 April 2008 under the Companies (Guernsey) Law, 1994. The Company is now subject to the Companies (Guernsey) Law, 2008. The Company is classified as an authorised fund under the Protection of Investors (Bailiwick of Guernsey) Law 2020. As at 31 August 2025, the Company's capital consisted of Ordinary shares which are traded on the London Stock Exchange.
The Company's investment policy, adopted in August 2020, is for the Company to make no further investments outside of its existing obligations or to the extent that investment may be made to support selected existing portfolio investments. The intention is to realise the maximum value of the Company's investments and, after repayment of all debt (which was completed in December 2023), to return capital to shareholders. The Company made an initial return of capital in July 2024 and a second return in March 2025. The Company still remains committed to its investment strategy of realising the maximum value of its investments. The Company will continue to assess its ability to make further returns of capital to Shareholders and will seek to do so as and when it has sufficient cash reserves that are not otherwise required to support its existing investments to maximise value and/or to meet its existing obligations such as operational expenses.
The Company's previous investment policy was to target predominantly private investments and back management teams to deliver on attractive investment propositions. In executing this strategy, the Company took a long-term view. The Company looked to invest directly in its target investments and was able to invest globally but with a particular focus on opportunities in the United States and Europe.
The Company is currently mainly focused on supporting its investments in the following areas:
The Company has no direct employees. For its services, the Investment Adviser receives a management fee as described in Note 8. The Company has no ownership interest in the Investment Adviser. During the period under review, the Company was administered by Northern Trust International Fund Administration Services (Guernsey) Limited.
The Unaudited Condensed Interim Financial Statements (the "Interim Financial Statements") of the Company for the period 1 March 2025 to 31 August 2025 have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted in the European Union, together with applicable legal and regulatory requirements of the Companies (Guernsey) Law, 2008 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. The Interim Financial Statements do not include all the information and disclosure required in the Annual Audited Financial Statements and should be read in conjunction with the Annual Report and Financial Statements for the year ended 28 February 2025.
The material accounting policies adopted in the preparation of these Interim Financial Statements are consistent with the accounting policies stated in Note 2 of the Annual Financial Statements for the year ended 28 February 2025. The preparation of these Interim Financial Statements is in conformity with IAS 34, "Interim Financial Reporting" as adopted in the European Union, and requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenues and expenses during the reporting period.
The Interim Financial Statements are presented to the nearest thousand dollars (US\$'000) except where otherwise indicated.
There has been no early adoption, by the Company, of any other standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2025, but do not have material impact on the Company's interim financial position or on the presentation of the Company's financial statements. The Company has assessed the impact of IFRS 18. Whilst the presentation of the Statement of Comprehensive Income will change when the standard is implemented on 1 March 2027, the valuation and measurement of balances therein will not be impacted.
The accounting policies adopted in the preparation of these Interim Financial Statements have been consistently applied during the period, unless otherwise stated.
The Board has assessed the impact of climate change and has judged that the Company's immediate exposure to the associated risks are low and therefore there is no material impact on the fair value of investments and the financial performance reported in these Interim Financial Statements.
The estimates and judgements made by the Board of Directors are consistent with those made in the Audited Financial Statements for the year ended 28 February 2025.
A fundamental principle of the preparation of financial statements in accordance with IFRS is the judgement that an entity will continue in existence as a going concern for a period of at least 12 months from signing of the Interim Financial Statements, which contemplates continuity of operations and the realisation of assets and settlement of liabilities occurring in the ordinary course of business.
In reaching its conclusion, the Board has considered the risks that could impact the Company's liquidity over the period from 5 November 2025 to 30 November 2026 (the "Going Concern Period"). There were no events or conditions identified beyond this period which may cast significant doubt on the Company's ability to continue as a going concern.
At 31 August 2025, the Company had no outstanding debt and held liquid assets of approximately \$77.9 million (28 February 2025: \$107.1 million), comprising cash of \$26.3 million (28 February 2025: \$25.1 million) and treasuries of \$51.7 million (28 February 2025: \$82.0 million). During the period ended 31 August 2025, the Company received approximately \$2.0 million from realisations and distributions, \$0.2 million from escrows and \$1.7 million interest from treasury bills and cash. The Company had cash outflows relating to follow-on investments and expenses of approximately \$0.9 million and returned \$30.0 million of capital to shareholders.
As at 5 November 2025, the Company holds cash and treasuries of approximately \$77 million. Potential further returns of capital in the longer term will be subject always to retaining sufficient funds to support certain existing investments to maximise their value and/or to meet its existing obligations such as operational expenses. The Company's financial obligations include \$7.3 million to Follow-on Flex Pack (through JZHL Secondary Fund LP). In addition, the Company anticipates it may require the following amounts to support certain other existing assets: approximately \$3.5 million for Esperante, \$15 million for Spruceview and \$20 million for JZI Fund III. The expected timeframe for these further investments is within a three-year period.
The Board takes account of the levels of funding obligations the Company could be called on through capital calls on existing investments, as well as the accuracy of previous forecasts to assess the predicted accuracy of forecasts presented. The Company continues to work on the realisation of various investments within a timeframe that will enable the Company to maximise the value of its investment portfolio. Due to the Company's strong liquidity, the timeframe to realise investments is not determined by the need to meet financial obligations and the Company is able to mitigate any downturn in the wider economy which might influence the ability to exit investments.
After careful consideration and based on the assessment outlined above, the Board is satisfied, as at the date of the signing of the Interim Financial Statements, that it is appropriate to adopt the going concern basis in preparing the financial statements and it has a reasonable expectation that the Company will continue in existence as a going concern for the period ending 30 November 2026.
The Investment Manager is responsible for allocating resources available to the Company in accordance with the overall business strategies as set out in the Investment Guidelines of the Company. The Company is organised into the following segments:
Investments in treasury bills are not considered as part of the investment strategy and are therefore excluded from this segmental analysis.
The investment objective of each segment is to maximise the value of the remaining portfolio.
For the period from 1 March 2025 to 31 August 2025
| US | European | Real | Other | ||
|---|---|---|---|---|---|
| Micro-cap | Micro-cap | Estate Investments | Total | ||
| US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 | |
| Interest revenue | 1,170 | - | - | - | 1,170 |
| Total segmental interest revenue | 1,170 | - | - | - | 1,170 |
| Net (loss)/gain on investments at FVTPL | (1,602) | 1,982 | (703) | (437) | (760) |
| Realisations from investments held in Escrow | 221 | - | - | - | 221 |
| Investment Adviser's base fee | (488) | (350) | (262) | (179) | (1,279) |
| Total segmental operating (loss)/profit | (699) | 1,632 | (965) | (616) | (648) |
For the period from 1 March 2024 to 31 August 2024
| US Micro-cap US\$ '000 |
European Micro-cap US\$ '000 |
Real US\$ '000 |
Other Estate Investments US\$ '000 |
Total US\$ '000 |
|
|---|---|---|---|---|---|
| Interest revenue | 1,671 | - | - | - | 1,671 |
| Total segmental interest revenue | 1,671 | - | - | - | 1,671 |
| Net gain/(loss) on investments at FVTPL Realisations from investments held in Escrow Investment Adviser's base fee |
2,611 658 (644) |
4,848 - (442) |
(2,148) - (256) |
(1,597) - (183) |
3,714 658 (1,525) |
| Total segmental operating profit/(loss) | 4,296 | 4,406 | (2,404) | (1,780) | 4,518 |
Certain income and expenditure are not considered part of the performance of an individual segment. This includes net foreign exchange gains, interest on cash, finance costs, management fees, custodian and administration fees, directors' fees and other general expenses. The segmental allocation is consistent with that of the previous year end.
The following table provides a reconciliation between total segmental operating (loss)/profit and operating (loss)/profit:
| 31.8.2025 US\$ '000 |
31.8.2024 US\$ '000 |
|
|---|---|---|
| Total segmental operating (loss)/profit | (648) | 4,518 |
| Net foreign exchange gain | 23 | 191 |
| Bank and deposit interest | 284 | 434 |
| Treasury bill interest | 1,148 | 2,105 |
| Expenses not attributable to segments | (1,085) | (1,889) |
| Fees payable to investment adviser based on non-segmental assets | (649) | (802) |
| (Loss)/profit for the period | (927) | 4,557 |
The following table provides a reconciliation between total segmental interest revenue and Company revenue:
| 31.8.2025 | 31.8.2024 | ||||
|---|---|---|---|---|---|
| Total segmental interest revenue | US\$ '000 1,170 |
US\$ '000 1,671 |
|||
| Non-segmental interest revenue | |||||
| Bank and deposit interest | 284 | 434 | |||
| Treasury bill interest | 1,148 | 2,105 | |||
| Total interest revenue | 2,602 | 4,210 | |||
| Segmental Net Assets | |||||
| At 31 August 2025 | |||||
| US | European | Real | Other | ||
| Micro-cap | Micro-cap | Estate Investments | Total | ||
| Segmental assets | US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 |
| Investments at FVTPL | 64,200 | 44,351 | 34,700 | 23,177 | 166,428 |
| Total segmental assets | 64,200 | 44,351 | 34,700 | 23,177 | 166,428 |
| Segmental liabilities | |||||
| Payables and accrued expenses | (16) | (11) | (8) | (6) | (41) |
| Total segmental liabilities | (16) | (11) | (8) | (6) | (41) |
| Total segmental net assets | 64,184 | 44,340 | 34,692 | 23,171 | 166,387 |
| At 28 February 2025 | |||||
| US Micro-cap |
European Micro-cap |
Real | Other Estate Investments |
Total | |
| US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 | |
| Segmental assets | |||||
| Investments at FVTPL | 64,612 | 44,400 | 34,567 | 23,614 | 167,193 |
| Prepaid expenses | 325 | 182 | 126 | 83 | 716 |
| Total segmental assets | 64,937 | 44,582 | 34,693 | 23,697 | 167,909 |
| Segmental liabilities | |||||
| Payables and accrued expenses | (10) | (6) | (4) | (3) | (23) |
| Total segmental liabilities | (10) | (6) | (4) | (3) | (23) |
| Total segmental net assets | 64,927 | 44,576 | 34,689 | 23,694 | 167,886 |
The following table provides a reconciliation between total segmental assets and total assets and total segmental liabilities and total liabilities:
| 31.8.2025 US\$ '000 |
28.2.2025 US\$ '000 |
|
|---|---|---|
| Total segmental assets | 166,428 | 167,909 |
| Non segmental assets | ||
| Cash at bank | 26,263 | 25,074 |
| Treasury bills | 51,665 | 82,017 |
| Other receivables | 55 | 439 |
| Total assets | 244,411 | 275,439 |
| Total segmental liabilities | (41) | (23) |
| Non segmental liabilities | ||
| Other payables | (632) | (751) |
| Total liabilities | (673) | (774) |
| Total net assets | 243,738 | 274,665 |
Other receivables (other than the Investment Adviser fee prepayment) are not considered to be part of individual segment assets. Certain liabilities are not considered to be part of the net assets of an individual segment. These include custodian and administration fees payable, directors' fees payable and other payables and accrued expenses.
The Company classifies fair value measurements of its financial instruments at FVTPL using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The financial instruments valued at FVTPL are analysed in a fair value hierarchy based on the following levels:
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Those involving inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). The Company did not hold any investments which were classified as a Level 2 investment as at 31 August 2025 and 28 February 2025.
Those involving inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). Investments in JZCP's portfolio valued using unobservable inputs such as multiples, capitalisation rates, discount rates (see page 28) fall within Level 3.
The following table shows financial instruments recognised at fair value, analysed by the hierarchy level that the fair value is based on:
| Level 1 US\$ '000 |
Level 2 US\$ '000 |
Level 3 US\$ '000 |
Total US\$ '000 |
|
|---|---|---|---|---|
| US micro-cap | - | - | 64,200 | 64,200 |
| European micro-cap | - | - | 44,351 | 44,351 |
| Real estate | - | - | 34,700 | 34,700 |
| Other investments | - | - | 23,177 | 23,177 |
| Treasury bills | 51,665 | - | - | 51,665 |
| 51,665 | - | 166,428 | 218,093 | |
| Financial assets at 28 February 2025 | Level 1 US\$ '000 |
Level 2 US\$ '000 |
Level 3 US\$ '000 |
Total US\$ '000 |
| US micro-cap | - - |
- - |
64,612 44,400 |
64,612 44,400 |
| European micro-cap Real estate |
- | - | 34,567 | 34,567 |
| Other investments | - | - | 23,614 | 23,614 |
| Treasury bills | 82,017 | - | - | 82,017 |
| 82,017 | - | 167,193 | 249,210 |
In valuing investments in accordance with IFRS, the Board follows the principles as detailed in the International Private Equity and Venture Capital Valuation ("IPEV") guidelines.
When fair values of listed equity and debt securities at the reporting date are based on quoted market prices or binding dealer price quotations (bid prices for long positions), without any deduction for transaction costs, the instruments are included within Level 1 of the hierarchy.
Investments for which there are no active markets are valued according to one of the following methods:
JZCP owns its real estate investments through a wholly-owned subsidiary, which in turn owns interests in real estate properties. The net asset value of the subsidiary is used for the measurement of fair value. The underlying fair value of JZCP's Real Estate holdings, however, is represented by the properties themselves. The Company's Investment Adviser and Board review the fair value methods and measurement of the underlying properties on a quarterly basis. Where available, the Company will use third party appraisals on the subject property, to assist the fair value measurement of the underlying property. Third-party appraisals are prepared in accordance with the Appraisal and Valuation Standards (6th edition) issued by the Royal Institution of Chartered Surveyors. Fair value techniques used in the underlying valuations are:
For each of the techniques third-party debt is deducted to arrive at fair value.
The valuations obtained in relation to the real estate portfolio are dated 31 December 2024. Subsequent discussions with third-party appraisers indicate there would be no significant change in property values between 31 December 2024 and 31 August 2025. Due to the inherent uncertainties of real estate valuation, the values reflected in the financial statements may differ significantly from the values that would be determined by negotiation between parties in a sales transaction and those differences could be material.
Unquoted preferred shares, unquoted equities and equity-related securities
Unquoted equities and equity-related securities investments are classified in the Statement of Financial Position as Investments at fair value through profit or loss. These investments are typically valued by reference to their enterprise value, which is generally calculated by applying an appropriate multiple to the last twelve months' earnings before interest, tax, depreciation and amortisation ("EBITDA"). In determining the multiple, the Board considers inter alia, where practical, the multiples used in recent transactions in comparable unquoted companies, previous valuation multiples used and where appropriate, multiples of comparable publicly traded companies. In accordance with IPEVCA guidelines, a marketability discount is applied which reflects the discount that in the opinion of the Board, market participants would apply in a transaction in the investment in question. The increase of the fair value of the aggregate investment is reflected through the unquoted equity component of the investment and a decrease in the fair value is reflected across all financial instruments invested in an underlying company.
In respect of unquoted preferred shares, the Company values these investments at fair value by reference to the attributable enterprise value as the exit strategy in respect to these investments would be a one tranche disposal together with the equity component. The fair value of the investment is determined by reference to the attributable enterprise value reduced by senior debt and marketability discount.
Investments in micro-cap debt are valued at fair value by reference to the attributable enterprise value when the Company also holds an equity position in the investee company.
When the Company invests in micro-cap loans and does not hold an equity position in the underlying investee company these loans are valued at amortised cost in accordance with IFRS 9. The carrying value at amortised cost is considered to approximate to fair value.
Other investments at the period end comprise mainly of the Company's investment in the asset management business - Spruceview Capital Partners LLC ("Spruceview"). Spruceview is valued using a valuation model which considers a forward-looking revenue approach which the Board considers to be consistent with the valuation methods used by peer companies.
Quantitative information of significant unobservable inputs and sensitivity analysis to significant changes in unobservable inputs within Level 3 hierarchy
The significant unobservable inputs used in fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity as at 31 August 2025 and 28 February 2025 are shown below:
| Value 31.8.2025 |
Valuation | Unobservable | Range (weighted | Sensitivity | Effect o Valu |
||
|---|---|---|---|---|---|---|---|
| US\$'000 | Technique | input | average) | used | US\$'( | 000 | |
| US micro-cap investments | 64,200 | EBITDA Multiple | Average EBITDA Multiple of Peers Discount to |
7.0x - 8.8x (8.3x) | -0.5x/+0.5x | (4,194) | 3,248 |
| Average Multiple | 5% - 25% (13%) | +5% /-5% | (4,052) | 4,740 | |||
| European micro-cap investments | 44,351 | EBITDA Multiple | Average EBITDA Multiple of Peers Discount to |
4.3x - 12.3x (6.5x) | -0.5x/+0.5x | (2,697) | 2,517 |
| Average Multiple | 7% - 55% (25%) | +5% /-5% | (1,983) | 1,915 | |||
| Real estate 1,2 | 34,700 | Cap Rate/ Income Approach |
Capitalisation Rate | 6.0%-6.75% (6.60%) | +50bps/ -50bps |
(5,673) | 6,479 |
| Other investments 3 | 23,056 | Forward looking Revenue Approach |
Revenue Multiple |
\$11.4 million 4.0x |
-10%/+10% -10%/+10% |
(2,271) (2,271) |
2,271 2,271 |
| Value 28.2.2025 | Valuation | Unobservable | Range (weighted | Sensitivity | Effect o Valu |
||
|---|---|---|---|---|---|---|---|
| US\$'000 | Technique | input | average) | used | US\$' | 000 | |
| US micro-cap investments | 64,612 | EBITDA Multiple | Average EBITDA Multiple of Peers Discount to Average |
7.0x - 9.8x (8.9x) | -0.5x/+0.5x | (3,451) | 3,587 |
| Multiple | 5% - 25% (14.5%) | +5% /-5% | (3,769) | 3,841 | |||
| European micro-cap investments | 44,400 | EBITDA Multiple | Average EBITDA Multiple of Peers Discount to Average |
5.1x - 13.1 (7.6x) | -0.5x/+0.5x | (3,197) | 3,003 |
| Multiple | -8% - 54% (34%) | +5% /-5% | (2,528) | 2,432 | |||
| Real estate 1,2 | 34,567 | Cap Rate/ Income Approach |
Capitalisation Rate | 6.0%-8.0% (7.7%) | +50bps/ -50bps |
(5,673) | 6,479 |
| Other investments 3 | 23,378 | Forward looking Revenue Approach |
Revenue Multiple |
\$11.4 million 4.0x |
(2,289) (2,289) |
2,289 2,289 |
<sup>1The Fair Value of JZCP's investment in financial interests in Real Estate is measured as JZCP's percentage interest in the value of the underlying properties.
<sup>2Sensitivity is applied to the property value and then the debt associated to the property is deducted before the impact to JZCP's equity value is calculated. Due to gearing levels in the property structures, an increase in the sensitivity of measurement metrics at property level will result in a relatively greater impact at JZCP's equity level.
<sup>3JZCP's investment in Spruceview.
The following table shows a reconciliation of all movements in the fair value of financial instruments categorised within Level 3 between the beginning and the end of the reporting period/year.
| Period ended 31 August 2025 | US Micro-Cap US\$ '000 |
European Micro-Cap US\$ '000 |
Real Estate US\$ '000 |
Other Investments US\$ '000 |
Total US\$ '000 |
|---|---|---|---|---|---|
| At 1 March 2025 | 64,612 | 44,400 | 34,567 | 23,614 | 167,193 |
| Investments including capital calls | 20 | - | 836 | - | 856 |
| Proceeds from investments realised | - | (2,031) | - | - | (2,031) |
| Net (loss)/gain on investments | (1,602) | 1,982 | (703) | (437) | (760) |
| Movement in accrued interest | 1,170 | - | - | 1,170 | |
| At 31 August 2025 | 64,200 | 44,351 | 34,700 | 23,177 | 166,428 |
| Year ended 28 February 2025 | |||||
| US | European | Real | Other | ||
| Micro-Cap | Micro-Cap | Estate | Investments | Total | |
| US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 | US\$ '000 | |
| At 1 March 2024 | 74,948 | 61,025 | 28,815 | 24,670 | 189,458 |
| Investments including capital calls | 12,253 | 1,379 | 9,347 | 900 | 23,879 |
| Payment in kind ("PIK") | 3,048 | - (40.0=0) | - | - | 3,048 |
| Proceeds from investments realised | (28,077) | (16,278) | - (00) | - (4.0=0) | (44,355) |
| Net gain/(loss) on investments | 2,591 | (1,726) | (3,595) | (1,956) | (4,686) |
| Movement in accrued interest | (151) | (151) | |||
| At 28 February 2025 | 64,612 | 44,400 | 34,567 | 23,614 | 167,193 |
| Period ended | Period ended | |
|---|---|---|
| 31.8.2025 | 31.8.2024 | |
| US\$ '000 | US\$ '000 | |
| Loss on investments held in investment portfolio at period end | ||
| Net movement in period end unrealised positions | (836) | (6,499) |
| Unrealised net gain in prior periods now realised | - | 5,581 |
| Net unrealised loss in the period | (836) | (918) |
| Net profit on investments realised in the period | ||
| Proceeds from investments realised | 2,031 | 16,089 |
| Cost of investments realised | (1,955) | (5,876) |
| Unrealised net gain in prior periods now realised | (5,581) | |
| Total net profit in the period on investments realised in the period | 76 | 4,632 |
| Net (loss)/profit on investments in the period | (760) | 3,714 |
Income for the period ended 31 August 2025
| Portfolio | Preferred Interest US\$ '000 |
Treasury Bill Interest US\$ '000 |
Total US\$ '000 |
|---|---|---|---|
| US micro-cap | 1,170 | - | 1,170 |
| Treasury bills | - | 1,148 | 1,148 |
| 1,170 | 1,148 | 2,318 | |
| Income for the period ended 31 August 2024 | |||
| Preferred | Treasury Bill | ||
| Portfolio | Interest US\$ '000 |
Interest US\$ '000 |
Total US\$ '000 |
| US micro-cap | 1,671 | - | 1,671 |
| Treasury bills | - | 2,105 | 2,105 |
| 1,671 | 2,105 | 3,776 |
Investment Advisory and Performance fees
The Company entered into the amended and restated investment advisory and management agreement with Jordan/Zalaznick Advisers, Inc. (the "Investment Adviser") on 23 December 2010 (the "Advisory Agreement").
Pursuant to the Advisory Agreement, the Investment Adviser is entitled to a base management fee and to an incentive fee. The base management fee is an amount equal to 1.5 per cent per annum of the average total assets under management of the Company. The base management fee is payable quarterly in arrears; the agreement provides that payments in advance on account of the base management fee will be made.
For the six-month period ended 31 August 2025, total investment advisory and management expenses, based on the average total assets of the Company, were included in the Statement of Comprehensive Income of \$1,928,000 (period ended 31 August 2024: \$2,327,000). Of this amount, \$60,000 was due and payable to the Investment Adviser at the period end (28 February 2025: \$969,000 was prepaid to the Investment Adviser).
In December 2019, following significant losses reported in the Company's real estate portfolio, the Investment Adviser agreed to waive fees payable by the Company relating to realised gains in the years ended 28 February 2019 and 29 February 2020. No further incentive fees will be paid to the Investment Adviser until the Company and Investment Adviser have mutually agreed to reinstate such payments.
The Advisory Agreement may be terminated by the Company or the Investment Adviser upon not less than two and one-half years' (i.e. 913 days') notice. However, in view of the Company's managed wind down, the Company and Investment Adviser have agreed that when the proposed wind down of the Company is complete or agreed to be deemed to be complete (each a "Wind Down Termination Event"), rather than the Company serving formal protective notice in order to limit its liability under the Advisory Agreement, when notice to terminate the same is given by either party upon or after the occurrence of a Wind Down Termination Event then in that event the Advisory Agreement shall terminate with immediate effect without JZCP having any liability to JZAI in regards to the lack of or inadequate notice under the Advisory Agreement.
| Category of financial instruments | |||
|---|---|---|---|
| Listed FVTPL |
Unlisted FVTPL |
Carrying Value Total |
|
| 31.8.2025 | 31.8.2025 | 31.8.2025 | |
| US\$ '000 | US\$ '000 | US\$ '000 | |
| Book cost at 1 March 2025 | 81,677 | 264,398 | 346,075 |
| Investments in period including capital calls | 56,753 | 856 | 57,609 |
| Proceeds from investments matured/realised | (88,253) | (2,031) | (90,284) |
| Interest received on maturity | 1,374 | - | 1,374 |
| Net realised gain | - | 76 | 76 |
| Book cost at 31 August 2025 | 51,551 | 263,299 | 314,850 |
| Unrealised net investment loss | - | (98,416) | (98,416) |
| Accrued interest | 114 | 1,545 | 1,659 |
| Carrying value at 31 August 2025 | 51,665 | 166,428 | 218,093 |
| Category of financial instruments | |||
| Listed | Unlisted | Carrying Value | |
| FVTPL | FVTPL | Total | |
| 28.2.2025 | 28.2.2025 | 28.2.2025 | |
| US\$ '000 | US\$ '000 | US\$ '000 | |
| Book cost at 1 March 2024 | 109,024 | 271,186 | 380,210 |
| Investments in year including capital calls | 419,736 | 23,879 | 443,615 |
| Payment in kind ("PIK")1 | - | 3,048 | 3,048 |
| Proceeds from investments matured/realised | (451,605) | (44,355) | (495,960) |
| Interest received on maturity | 4,522 | - | 4,522 |
| Net realised gain | - | 10,640 | 10,640 |
| Book cost at 28 February 2025 | 81,677 | 264,398 | 346,075 |
| Unrealised net investment loss | - | (97,580) | (97,580) |
| Accrued interest | 340 | 375 | 715 |
| Carrying value at 28 February 2025 | 82,017 | 167,193 | 249,210 |
1 The cost of PIK investments is deemed to be interest not received in cash but settled by the issue of further securities when that interest has been recognised in the Statement of Comprehensive Income.
Loans to European micro-cap companies are classified and measured as Loans at amortised cost under IFRS 9 if the loan is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The repayment of the loans will occur when the underlying investee company issuing the debt redeems on ownership change or due date.
The Company has two remaining loans to European micro-cap companies: a loan to the parent company of Xacom has been written off as the company has entered into bankruptcy and a loan to Toro Finance which has been classified and valued at FVTPL. The loan to Toro Finance has been valued at \$nil (28 February 2025: \$nil) due to Toro Finance entering insolvency proceedings.
| 31.8.2025 US\$ '000 |
28.2.2025 US\$ '000 |
|
|---|---|---|
| Legal fee provision | 170 | 175 |
| Fees payable to the Company's auditor | 257 | 192 |
| Other expenses | 138 | 360 |
| Directors' remuneration | 48 | 47 |
| 613 | 774 | |
| 11. Ordinary shares - Issued Capital | ||
| 31.8.2025 Number of shares |
28.2.2025 Number of shares |
|
| Balance at 1 March | 67,673,293 | 77,477,214 |
| Compulsory redemption of Ordinary shares | (7,352,941) | (9,803,921) |
| Total Ordinary shares in issue | 60,320,352 | 67,673,293 |
The Company's Ordinary shares are redeemable at the option of the Company in accordance with the Company's Articles. The Ordinary shares are classified as equity in accordance with IAS 32 "Financial Instruments: Presentation".
On 25 July 2024, the Company effected a compulsory partial redemption of 9,803,921 Ordinary Shares, which resulted in the return of capital of an aggregate amount of approximately \$40.0 million. On 13 March 2025, the Company effected a compulsory partial redemption of 7,352,941 Ordinary Shares, which resulted in the return of capital of an aggregate amount of approximately \$30.0 million.
Following the initial return of capital in July 2024, the Board decided subsequent returns would be allocated against Share Capital and the Distributable Reserve in proportion to their opening balances.
The Company's shares trade on the London Stock Exchange.
At 31 August 2025 and 28 February 2025, JZCP had the following financial commitments outstanding in relation to fund investments:
| 31.8.2025 US\$ '000 |
28.2.2025 US\$ '000 |
|
|---|---|---|
| JZI Fund III GP, L.P. €5,240,137 (28.2.2025: €5,240,137) | 6,134 | 5,450 |
| Follow-on Flex Pack1 | 8,172 | 8,224 |
| 14,306 | 13,674 |
It is expected the above commitments will be called within the period ending 28 February 2028.
1 On 8 May 2024, the Company obtained shareholder approval to invest approximately \$20.5 million into the Secondary Fund, for an investment into a newly incorporated company that will be incorporated in a parallel structure to, ACW Flex Pack, LLC. Subsequently, the Company contributed approximately \$12.3 million of this \$20.5 million towards the Secondary Fund's Follow-On Flex Pack acquisition of The Robinette Company.
JZCP has the option to increase further commitments to Spruceview Capital Partners, LLC up to approximately \$1.5 million.
JZAI is a US-based company founded by David Zalaznick and Jay Jordan, that provides advisory services to the Company in exchange for management fees, paid quarterly. Fees paid by the Company to the Investment Adviser are detailed in Note 8. JZAI and various affiliates provide services to certain JZCP portfolio companies and may receive fees for providing these services pursuant to the Advisory Agreement.
JZCP invests in European micro-cap companies through JZI Fund III, L.P. ("Fund III"). Previously, investments were made via the EuroMicrocap Fund 2010, L.P. ("EMC 2010"). Fund III and EMC 2010 are managed by an affiliate of JZAI. At 31 August 2025, JZCP's investment in Fund III was valued at \$44.4 million (28 February 2025: \$44.4 million). JZCP's investment in EMC 2010 was valued at \$nil (28 February 2025: \$nil).
JZCP has invested in Spruceview Capital Partners, LLC on a 50:50 basis with Jay Jordan and David Zalaznick (or their respective affiliates). The total amount committed and funded by JZCP to this investment at 31 August 2025, was \$36.1 million. As approved by a shareholder vote on 12 August 2020, JZCP has the ability to make up to approximately \$4.1 million in further commitments to Spruceview, above the original \$33.5 million committed. Further commitments made would be on the same 50:50 basis with Jay Jordan and David Zalaznick (or their respective affiliates). Following capital calls of \$2.6 million to date, JZCP has the option to increase further commitments to Spruceview up to approximately \$1.5 million.
JZHL Secondary Fund LP (the "Secondary Fund"), is managed by an affiliate of JZAI. At 31 August 2025, JZCP's investment in the Secondary Fund was valued at \$37.9 million (28 February 2025: \$37.7 million).
On 8 May 2024, the Company received shareholder approval to invest up to \$20.5 million into the Secondary Fund to be used, together with additional amounts invested by other investors into the Secondary Fund, to make an investment into a newly incorporated company ("Follow-on Flex Pack") that is a related company of, and incorporated in a parallel structure to, ACW Flex Pack, LLC. Subsequent to the approval, the Secondary Fund made a Follow-On Flex Pack acquisition being The Robinette Company. JZCP contributed approximately \$12.3 million towards the acquisition. There were no additional contributions made during the period.
JZCP has co-invested with Fund A, Fund A Parallel I, II and III Limited Partnerships in a number of US microcap buyouts. These Limited Partnerships are managed by an affiliate of JZAI. JZCP invested in a ratio of 82%/18% with the Fund A entities. At 31 August 2025, these co-investments, with the Fund A entities, were in the following portfolio companies: Industrial Service Solutions WC, L.P. and BSM Engenharia. Pursuant to a merger agreement, dated December 14, 2022, JZCP and all of the Fund A entities transferred their prior investments in ISS #2, LLC rateably in exchange for cash, a rollover investment (Industrial Service Solutions WC, L.P.) and contingent escrow amounts. JZCP previously co-invested with Fund A in Safety Solutions Holdings and Tierpoint which were included in the transfer to JZHL Secondary Fund LP (mentioned above).
Total Directors' remuneration for the six-month period ended 31 August 2025 was \$145,000 (31 August 2024: \$145,000).
The net asset value per Ordinary share of \$4.04 (28 February 2025: \$4.06) is based on the net assets at the period end of \$243,738,000 (28 February 2025: \$274,665,000) and on 60,320,352 (28 February 2025: 67,673,293) Ordinary shares, being the number of Ordinary shares in issue at the period end.
Basic (loss)/earnings per share is calculated by dividing the (loss)/earnings for the period by the weighted average number of Ordinary shares outstanding during the period.
For the period ended 31 August 2025, the weighted average number of Ordinary shares outstanding during the period was 60,799,892 (31 August 2024: 75,452,491).
The diluted (loss)/earnings per share is calculated by considering adjustments required to the earnings/(loss) and weighted average number of shares for the effects of potential dilutive Ordinary shares. There were no dilutive Ordinary shares during the period.
When investments have been disposed of by the Company, proceeds may reflect contractual terms requiring that a percentage is held in an escrow account pending resolution of any indemnifiable claims that may arise. At 31 August 2025 and 28 February 2025, the Company has assessed that the likelihood of the recovery of these escrow accounts cannot be determined and has therefore disclosed the escrow accounts as a contingent asset.
As at 31 August 2025 and 28 February 2025, the Company had the following contingent assets held in escrow accounts which had not been recognised as assets of the Company:
| Amount in Escrow | ||||
|---|---|---|---|---|
| 31.8.2025 US\$'000 |
28.2.2025 US\$'000 |
|||
| Deflecto Holdings | 1,904 | 2,125 | ||
| Industrial Services Solutions | 192 | 192 | ||
| JZHL Secondary Fund | 559 | 619 | ||
| 2,655 | 2,936 |
During the period ended 31 August 2025, escrow proceeds of \$0.221 million (31 August 2024: \$0.658 million) were realised.
The Company had been granted Guernsey tax exempt status in accordance with The Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (as amended).
These Interim Financial Statements were approved by the Board on 5 November 2025. Events subsequent to the period ended 31 August 2025 have been evaluated until this date.
In October 2025, Alianzas en Aceros an investment in JZI Fund III''s Investment Portfolio was placed into insolvency. At 31 August 2025 the Company's investment in Alianzas en Aceros was valued at \$373,000 and will subsequently be valued at \$nil pending completion of the insolvency process.
The Investment Adviser to JZ Capital Partners Limited ("JZCP") is Jordan/Zalaznick Advisers, Inc., ("JZAI") a company beneficially owned by John (Jay) W Jordan II and David W Zalaznick. The company offers investment advice to the Board of JZCP. JZAI has offices in New York and Chicago.
70 E.55th Street, Ashurst LLP
PO Box 255 US Lawyers St Peter Port Charlotte, NC 28202 Guernsey GY1 3QL
JZ Capital Partners Limited is registered in Guernsey 35 West Wacker Drive Number 48761 Chicago IL 60601-9703
Northern Trust International Fund Administration Mourant Ozannes (Guernsey) LLP Services (Guernsey) Limited Royal Chambers PO Box 255 St Julian's Avenue Trafalgar Court St Peter Port Les Banques Guernsey GY1 4HP St Peter Port Guernsey GY1 3QL Financial Adviser and Broker
Equiniti Limited London E14 5JP Aspect House Spencer Road Lancing West Sussex BN99 6DA
HSBC Bank USA NA 452 Fifth Avenue New York NY 10018 (Also provides custodian services to JZ Capital Partners Limited under the terms of a Custody Agreement).
City National Bank 100 SE 2nd Street, 13th Floor Miami, FL 33131
Northern Trust (Guernsey) Limited PO Box 71 Trafalgar Court Les Banques St Peter Port Guernsey GY1 3DA
Ernst & Young LLP PO Box 9 Royal Chambers St Julian's Avenue St Peter Port Guernsey GY1 4AF
15th Floor London Fruit & Wool Exchange New York NY 10022 1 Duval Square London E1 6PW
Trafalgar Court Monge Law Firm, PLLC Les Banques 435 South Tyron Street, Suite 711
Winston & Strawn LLP
J.P. Morgan Securities plc
JZCP Ordinary shares are listed on the Official List of the Financial Conduct Authority ("FCA"), and are admitted to trading on the London Stock Exchange.
The price of the Ordinary shares is shown in the Financial Times under "Conventional Private Equity" and can also be found at https://markets.ft.com.
| Ticker Symbol | ISIN Code | Sedol Number | |
|---|---|---|---|
| Ordinary shares | JZCP | GG00BPNZ7G17 | BPNZ7G1 |
JZCP produces Key Information Document to assist investors' understanding of the Company's securities and to enable comparison with other investment products. The document is found on the Company's website www.jzcp.com/investor-relations/key-information-documents.
On 19 September 2024, HM Treasury and the FCA published statements on reforms to retail disclosure requirements and related FCA forbearance on investment trust disclosure requirements. The Company will continue to monitor these reforms which are expected to impact the information provided within the Key Information Document.
In accordance with European Securities and Markets Authority ("ESMA") Guidelines on Alternative Performance Measures ("APMs"), the Board has considered what APMs are included in the Interim Report and Financial Statements which require further clarification. An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMs included in the Interim Report and Financial Statements, which are unaudited and outside the scope of IFRS, are deemed to be as follows:
The Total NAV Return measures how the net asset value ("NAV") per share has performed over a period of time, taking into account both capital returns and dividends paid to shareholders. JZCP quotes NAV total return as a percentage change from the start of the period (one year) and also three-month, three-year, fiveyear and seven-year periods. It assumes that dividends paid to shareholders are reinvested back into the Company therefore future NAV gains are not diminished by the paying of dividends. JZCP also produces an adjusted Total NAV Return which excludes the effect of the appreciation/dilution per share caused by the buy back/issue of shares at a discount to NAV, the result of the adjusted Total NAV return is to provide a measurement of how the Company's Investment portfolio contributed to NAV growth adjusted for the Company's expenses and finance costs. The Total NAV Return for the six-month period ended 31 August 2025 was -0.5%, which only reflects the change in NAV as no dividends were paid during the period. The Total NAV Return for the year ended 28 February 2025 was -0.5%.
A measure showing how the share price has performed over a period of time, taking into account both capital returns and dividends paid to shareholders. JZCP quotes shareholder price total return as a percentage change from the start of the period (one year) and also three-month, three-year, five-year and seven-year periods. It assumes that returns of capital and dividends paid to shareholders are reinvested in the shares at the time the shares are quoted ex-dividend. The Shareholder Return for the six-month period ended 31 August 2025, in Sterling terms, was -7.7%, which reflects the change in share price and the return of capital to shareholders at the prevailing NAV per share. The Shareholder Return for the year ended 28 February 2025 was 10.6%.
The NAV per share is the value of all the company's assets, less any liabilities it has, divided by the number of shares. However, because JZCP shares are traded on the London Stock Exchange's Specialist Fund Segment, the share price may be higher or lower than the NAV. The difference is known as a discount or premium. JZCP's discount is calculated by expressing the difference between the period end dollar equivalent share price and the period end NAV per share as a percentage of the NAV per share.
At 31 August 2025, JZCP's Ordinary shares traded at £1.92 (28 February 2025: £2.20) or \$2.59 (28 February 2025: \$2.77) being the dollar equivalent using the period end exchange rate of £1:\$1.35 (28 February 2025 £1: \$1.26). The shares traded at a 35.9% (28 February 2025: 31.8%) discount to the NAV per share of \$4.04 (28 February 2025: \$4.06).
The Board has approved a policy of zero tolerance towards the criminal facilitation of tax evasion, in compliance with the Criminal Finances Act 2017.
From 1 January 2014, the FCA rules relating to the restrictions on the retail distribution of unregulated collective investment schemes and close substitutes came into effect. JZCP's Ordinary shares qualify as an 'excluded security' under these rules and will therefore be excluded from the FCA's restrictions which apply to non-mainstream investment products. Therefore, Ordinary shares issued by JZ Capital Partners can continue to be recommended by financial advisers as an investment for UK retail investors.
The Company: www.jzcp.com
Results for the year ended 28 February 2026 May/June 2026 (date to be confirmed) Annual General Meeting September 2026 (date to be confirmed) Interim report for the six months ended 31 August 2026 November 2026 (date to be confirmed)
In the event of a redemption of Ordinary Shares, payments of redemption monies are expected to be effected either through CREST (in the case of Ordinary Shares held in uncertificated form) or by cheque (in the case of Ordinary Shares held in certificated form). Shareholders who hold their Ordinary Shares in certificated form will be paid their Redemption proceeds in US dollars within 10 Business Days of the relevant redemption Date, or as soon as practicable thereafter. The payment will be sent by cheque to the first-named shareholder on the register of members at their registered address. Each Shareholder who holds Ordinary Shares in uncertificated form (that is, in CREST) should ensure that an active US dollar Cash Memorandum Account is in place in CREST by no later than the redemption record date. In the absence of a US dollar Cash Memorandum Account, the payment of the redemption proceeds will not settle, resulting in a delay and the need for settlement of the redemption proceeds to take place outside of CREST.
In the case of Shareholders who hold their Ordinary Shares in certificated form, redemptions will take effect automatically on each redemption Date and the register of members will be updated to reflect the redemption. Certificated Shareholders do not need to return their share certificates to the Company in order to claim their redemption proceeds. Shareholders' existing share certificates for the Ordinary Shares subject to the Redemption will be cancelled and new certificates will be issued for the balance of their holding of Ordinary Shares after each Redemption Date. New share certificates will be dispatched following the completion of a Redemption by 1st class post.
For Shareholders who hold their Ordinary Shares in uncertificated form, redemptions will take effect automatically on each redemption Date and the compulsorily redeemed Ordinary Shares will be cancelled. All Ordinary Shares in issue will be disabled in CREST on the Redemption Record Date and the existing ISIN applicable to such Ordinary Shares will expire. A new ISIN in respect of the remaining issued Ordinary Shares will be enabled and available for transactions from and including the first Business Day following the relevant Redemption Record Date.
Shareholders who have any queries in relation to their shareholding or the settlement procedures described above should contact Equiniti Limited on 0371 384 2265, if calling from within the United Kingdom, or on +44 371 384 2265, if calling from outside the United Kingdom. Calls to this number from outside the United Kingdom will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Please note that Equiniti Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Investors wishing to buy or sell shares in the Company may do so through a stockbroker. Most banks also offer this service.
The Company's UK Transfer and Paying Agent, Equiniti Limited, maintains the share registers. In event of queries regarding your holding, please contact Equiniti Limited on +44 (0)371-384-2265, calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday, If calling from outside of the UK, please ensure the country code is used or access their website at www.equiniti.com. Changes of name or address must be notified in writing to the Transfer and Paying Agent.
The Company is registered (with a Global Intermediary Identification Number CAVBUD.999999.SL.831) under The Foreign Account Tax Compliance Act ("FATCA").
Where notification has been provided in advance, the Company will arrange for copies of shareholder communications to be provided to the operators of nominee accounts. Nominee investors may attend general meetings and speak at meetings when invited to do so by the Chairman.
The following documents will be available at the registered office of the Company during usual business hours on any weekday until the date of the Annual General Meeting and at the place of the meeting for a period of fifteen minutes prior to and during the meeting:
In recent years, many companies have become aware that their shareholders have been targeted by unauthorised overseas-based brokers selling what turn out to be non-existent or high risk shares, or expressing a wish to buy their shares. If you are offered, for example, unsolicited investment advice, discounted JZCP shares or a premium price for the JZCP shares you own, you should take these steps before handing over any money:
The Company's Articles contain provisions allowing the Directors to decline to register a person as a holder of any class of ordinary shares or other securities of the Company or to require the transfer of those securities (including by way of a disposal effected by the Company itself) if they believe that the person:
In addition, the Directors may require any holder of any class of ordinary shares or other securities of the Company to show to their satisfaction whether or not the holder is a person described in paragraphs (a), (b) or (c) above.
The Company (a) is not subject to the reporting requirements of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), and does not intend to become subject to such reporting requirements and (b) is not registered as an investment company under the US Investment Company Act of 1940, as amended (the "1940 Act"), and investors in the Company are not entitled to the protections provided by the 1940 Act.
Investment in the Company by "Benefit Plan Investors" is prohibited so that the assets of the Company will not be deemed to constitute "plan assets" of a "Benefit Plan Investor". The term "Benefit Plan Investor" shall have the meaning contained in 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and includes (a) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Part 4 of Title I of ERISA; (b) a "plan" described in Section 4975(e)(1) of the US Internal Revenue Code of 1986, as amended (the "Code"), that is subject to Section 4975 of the Code; and (c) an entity whose underlying assets include "plan assets" by reason of an employee benefit plan's or a plan's investment in such entity. For purposes of the foregoing, a "Benefit Plan Investor" does not include a governmental plan (as defined in Section 3(32) of ERISA), a non-US plan (as defined in Section 4(b)(4) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) that has not been elected to be subject to ERISA.
Each purchaser and subsequent transferee of any class of ordinary shares (or any other class of equity interest in the Company) will be required to represent, warrant and covenant, or will be deemed to have represented, warranted and covenanted, that it is not, and is not acting on behalf of or with the assets of, a Benefit Plan Investor to acquire such ordinary shares (or any other class of equity interest in the Company).
Under the Articles, the directors have the power to require the sale or transfer of the Company's securities in order to avoid the assets of the Company being treated as "plan assets" for the purposes of ERISA.
The fiduciary provisions of laws applicable to governmental plans, non-US plans or other employee benefit plans or retirement arrangements that are not subject to ERISA (collectively, "Non-ERISA Plans") may impose limitations on investment in the Company. Fiduciaries of Non-ERISA Plans, in consultation with their advisers, should consider, to the extent applicable, the impact of such fiduciary rules and regulations on an investment in the Company.
Among other considerations, the fiduciary of a Non-ERISA Plan should take into account the composition of the Non-ERISA Plan's portfolio with respect to diversification; the cash flow needs of the Non-ERISA Plan and the effects thereon of the illiquidity of the investment; the economic terms of the Non-ERISA Plan's investment in the Company; the Non-ERISA Plan's funding objectives; the tax effects of the investment and the tax and other risks associated with the investment; the fact that the investors in the Company are expected to consist of a diverse group of investors (including taxable, tax-exempt, domestic and foreign entities) and the fact that the management of the Company will not take the particular objectives of any investors or class of investors into account.
Non-ERISA Plan fiduciaries should also take into account the fact that, while the Company's board of directors and its investment adviser will have certain general fiduciary duties to the Company, the board and the investment adviser will not have any direct fiduciary relationship with or duty to any investor, either with respect to its investment in Shares or with respect to the management and investment of the assets of the Company. Similarly, it is intended that the assets of the Company will not be considered plan assets of any Non-ERISA Plan or be subject to any fiduciary or investment restrictions that may exist under laws specifically applicable to such Non-ERISA Plans. Each Non-ERISA Plan will be required to acknowledge and agree in connection with its investment in any securities to the foregoing status of the Company, the board and the investment adviser that there is no rule, regulation or requirement applicable to such investor that is inconsistent with the foregoing description of the Company, the board and the investment adviser.
Each purchaser or transferee that is a Non-ERISA Plan will be deemed to have represented, warranted and covenanted as follows:
(a) The Non-ERISA Plan is not a Benefit Plan Investor;
This discussion does not constitute tax advice and is not intended to be a substitute for tax advice and planning. Prospective holders of the Company's securities must consult their own tax advisers concerning the US federal, state and local income tax and estate tax consequences in their particular situations of the acquisition, ownership and disposition of any of the Company's securities, as well as any consequences under the laws of any other taxing jurisdiction.
The Board may decline to register a person as, or to require such person to cease to be, a holder of any class of ordinary shares or other equity securities of the Company because of, among other reasons, certain US ownership and transfer restrictions that relate to "controlled foreign corporations" contained in the Articles of the Company. A Shareholder of the Company may be subject to forced sale provisions contained in the Articles in which case such shareholder could be forced to dispose of its securities if the Company's directors believe that such shareholder is, or is related to, a citizen or resident of the United States, a US partnership, a US corporation or a certain type of estate or trust and that ownership of any class of ordinary shares or any other equity securities of the Company by such shareholder would materially increase the risk that the Company could be or become a "controlled foreign corporation" within the meaning of the Code (a "CFC"). Shareholders of the Company may also be restricted by such provisions with respect to the persons to whom they are permitted to transfer their securities.
In general, a foreign corporation is treated as a CFC if, on any date of its taxable year, its "10% US Shareholders" collectively own (directly, indirectly or constructively within the meaning of Section 958 of the Code) more than 50% of the total combined voting power or total value of the corporation's stock. For this purpose, a "10% US Shareholder" means any US person who owns (directly, indirectly or constructively within the meaning of Section 958 of the Code) 10% or more of the total combined voting power of all classes of stock of a foreign corporation or 10% or more of the total value of shares of all classes of stock of a foreign corporation. The Tax Cuts and Jobs Act (the "Tax Act") eliminated the prohibition on "downward attribution" from non-US persons to US persons under Section 958(b)(4) of the Code for purposes of determining constructive stock ownership under the CFC rules. As a result, the Company's US subsidiary will be deemed to own all of the stock of the Company's non-US subsidiaries held by the Company for purposes of determining such foreign subsidiaries' CFC status.
The legislative history under the Tax Act indicates that this change was not intended to cause the Company's non-US subsidiaries to be treated as CFCs with respect to a 10% US Shareholder that is not related to the Company's US subsidiary. However, the IRS has not yet issued any guidance confirming this intent and it is not clear whether the IRS or a court would interpret the change made by the Tax Act in a manner consistent with such indicated intent. The Company's treatment as a CFC as well as its foreign subsidiaries' treatment as CFCs could have adverse tax consequences for 10% US Shareholders.
The Company has been advised that it qualified as a "passive foreign investment company" ("PFIC") for the fiscal year ended 29 February 2024. The Company's treatment as a PFIC is likely to have adverse tax consequences for US taxpayers. An analysis for the financial year ended 28 February 2025 will be undertaken this year. An investment in a PFIC will cause US taxpayers to be subject to special tax rules. In general, an entity formed under the laws of a non-US jurisdiction that is classified as a corporation for US federal income tax purposes will be classified as a PFIC if seventy-five percent (75%) or more of its gross income for the taxable year is from passive sources (generally defined to include interest, dividends, rents, royalties and gains from the disposition of passive assets) or fifty percent (50%) or more of the average value of the entity's assets on the last day of each fiscal quarter during a year consist of assets that generate passive income. There are no minimum stock ownership requirements for application of the PFIC rules. Once a corporation is a PFIC with respect to a shareholder, it is generally always treated as a PFIC unless a purging election is made, irrespective of whether the entity ceases to meet the definitional requirements for PFIC classification. Under the PFIC rules, gain attributable to a disposition of the stock of a PFIC, as well as income attributable to certain "excess distributions" with respect to that PFIC stock, is allocated ratably over the shareholder's holding period for the stock. The portion of such gain and excess distribution allocated under such rules to such prior years are subject to tax as ordinary income at the highest rate applicable to such income during each such year during such holding period, and is subject to an interest-like charge on the tax liability attributable to income that is treated as allocated to prior years as if such liability had actually been due in each such prior year.
An investor in a PFIC may generally elect to treat that entity as a qualified electing fund ("QEF") by filing IRS Form 8621. If a QEF election is made with respect to the Company, U.S. holders would generally be required to take into account currently their pro rata share of certain earnings and net capital gain from the Company, in general, without regard to whether the Company makes an actual cash distribution, but would generally not be subject to the tax regime discussed above. The Company shall make available to each investor the PFIC Annual Information Statement with its other tax reporting information for the taxable year upon request. Such statement shall include sufficient information to enable the shareholder to calculate its pro rata share of the PFIC's ordinary earnings and net capital gain for the tax year.
U.S. investors can obtain the Company's PFIC statement for the year ended 29 February 2024 from the Company's website http://jzcp.com/investor-relations. Investors will need to calculate its pro rata share of the PFIC's ordinary earnings and net capital gain for the tax year. An analysis for the financial year ended 28 February 2025 is being undertaken.
The taxation of a US taxpayer's investment in the Company's securities is highly complex. Prospective holders of the Company's securities must consult their own tax advisers concerning the US federal, state and local income tax and estate tax consequences in their particular situations of the acquisition, ownership and disposition of any of the Company's securities, as well as any consequences under the laws of any other taxing jurisdiction.
Shareholders and state securities authorities wishing to view the Investment Adviser's ADV form can do so by following the link below:
https://adviserinfo.sec.gov/firm/summary/160932
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