THE COMPANIES (GUERNSEY) LAW 2008, AS AMENDED
COMPANY LIMITED BY SHARES
ARTICLES OF INCORPORATION
of
JZ CAPITAL PARTNERS LIMITED
Registered this 14th day of April 2008
As adopted by Special Resolutions dated 3 July 2012
and 24 June 2013 and as amended by Special Resolutions dated 26 February 2015, 29 September
2015, 17 June 2016, 16 May 2017, 16 August 2019and ______________ 20192024
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TABLE OF CONTENTS | ||
1. | DEFINITIONS | 3 |
2. | INTERPRETATION | 89 |
3. | BUSINESS | 910 |
4. | SHARES | 910 |
5. | RIGHTS ATTACHING TO ORDINARY SHARES | 1213 |
6. | RIGHTS ATTACHING TO ZDP SHARES | 1316 |
7. | COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST | 1720 |
8. | POWER TO REQUIRE DISCLOSURE OF BENEFICIAL INTEREST | 1720 |
9. | CERTIFICATES AND REGISTER OF MEMBERS | 2023 |
10. EFFECT OF RESTRICTED PERSONS AND OTHER NON-QUALIFIED HOLDERS ON THE
REGISTER OF MEMBERS AND THE TRANSFER AND TRANSMISSION OF SHARES | 2124 | |
11. | LIEN | 3134 |
12. | CALLS ON SHARES | 3235 |
13. | FORFEITURE AND SURRENDER OF SHARES | 3235 |
14. | TRANSFER AND TRANSMISSION OF SHARES | 3336 |
15. | SUSPENSION OF CALCULATION OF NET ASSET VALUE | 3840 |
16. | ALTERATION OF CAPITAL | 3841 |
17. | GENERAL MEETINGS | 3942 |
18. | NOTICE OF GENERAL MEETINGS | 4043 |
19. | PROCEEDINGS AT GENERAL MEETINGS | 4043 |
20. | VOTES OF MEMBERS | 4245 |
21. | NUMBER AND APPOINTMENT OF DIRECTORS | 4447 |
22. | QUALIFICATION AND REMUNERATION OF DIRECTORS | 4548 |
23. | ALTERNATE DIRECTORS | 4548 |
24. | BORROWING POWERS OF THE BOARD | 4649 |
25. | OTHER POWERS AND DUTIES OF THE BOARD | 4649 |
26. | DISQUALIFICATION AND REMOVAL OF DIRECTORS | 5052 |
27. | PROCEEDINGS OF DIRECTORS | 5053 |
28. | ADDITIONAL SERVICES | 5154 |
29. | SECRETARY | 5154 |
30. | THE SEAL | 5254 |
31. | AUTHENTICATION OF DOCUMENTS | 5255 |
32. | DIVIDENDS | 5255 |
33. | RESERVES | 5456 |
34. | ACCOUNTS | 5558 |
35. | AUDITORS | 5658 |
36. | UNTRACEABLE MEMBERS | 5659 |
37. | NOTICES | 5760 |
38. | WINDING UP | 5861 |
39. | INDEMNITY | 5861 |
40. | INSURANCE | 5961 |
41. | INSPECTION OF DOCUMENTS | 5962 |
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THE COMPANIES (GUERNSEY) LAW 2008, AS AMENDED
COMPANY LIMITED BY SHARES
ARTICLES OF INCORPORATION
of
JZ CAPITAL PARTNERS LIMITED
1. DEFINITIONS
In these Articles the following words shall bear the following meanings if not inconsistent with the subject or context:-
Words | Meanings |
Articles | These Articles of Incorporation as now framed and |
at any time altered. | |
at any time | At any time or times and includes for the time being |
and from time to time. | |
Auditor | The auditor for the time being of the Company. |
Benefit Plan Investor | The term "Benefit Plan Investor" shall have the |
meaning contained in Section 3(42) of 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 U.S. Code that is subject to | |
Section 4975 of the U.S. 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) or | |
ERISA), a non-U.S. 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 elected to be | |
subject to ERISA. | |
Board | The Directors at any time or the Directors present at |
a duly convened meeting at which a quorum is | |
present or, as the case may be, the Directors | |
assembled as a committee of such Board. | |
Board-determinedNon-US | Has the meaning defined in Article 14(17). |
Shareholder | |
Business Day | A weekday (other than a Saturday or Sunday) on |
which the majority of banks in London and Guernsey |
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are open for normal banking business. | |
Capital Reserve | hasHasthe meaning defined in Article 33. |
Certifying Shareholder | Has the meaning defined in Article 14(17). |
Compliant Offer | Has the meaning defined in Article 20 (1420(14). |
Compulsory Redemption | Any compulsory redemption of Ordinary Shares |
undertaken subject to, and in accordance with, the | |
provisions of Articles 5(5) to 5(14) inclusive, and | |
references to "compulsorily redeem" and | |
"compulsorily redeemed" shall be construed | |
accordingly. | |
Compulsory Redemption | Has the meaning defined in Article 5(7). |
Announcement | |
Compulsory Redemption Date | The date on which a Compulsory Redemption of |
Ordinary Shares becomes effective. | |
Compulsory Redemption Price | The price per Ordinary Share at which Ordinary |
Shares shall be compulsorily redeemed on a | |
Compulsory Redemption Date, being a price to be | |
determined by the Board that is (a) equal to the | |
most recently published (via an announcement | |
made by the Company via an RIS) month-end NAV | |
per Ordinary Share as at the close of business on | |
the date falling on the final day of the month | |
immediately prior to a Compulsory Redemption Date | |
or, (b) in the absence of which, a price to be | |
determined by the Board that is equal to the | |
month-end NAV per Ordinary Share as at the close | |
of business on such aforementioned date and, in | |
either case, adjusted as the Board considers | |
appropriate including (without limitation) for any | |
costs associated with a Compulsory Redemption. | |
Compulsory Redemption | The close of business on a Compulsory Redemption |
Record Date | Date, or as otherwise set out in a Compulsory |
Redemption Announcement. | |
Constructive Ownership | The term "Constructive Ownership" shall mean |
ownership of the Share Capital by a Person, whether | |
the interest in the Share Capital is held directly or | |
indirectly (including by a nominee), and shall include |
interests that would be treated as owned through the application of Section 318(a) of the U.S. Code, as modified by Section 958(b) of the U.S. Code.
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The terms "Constructive Owner," "Constructively | ||||
Owns" and "Constructively Owned" shall have the | ||||
correlative meanings. | ||||
CREST Rules | The rules from time to time issued by Euroclear | |||
governing the admission of securities to and the | ||||
operation of the Relevant System. | ||||
Dematerialised Instruction | An instruction sent or received by means of the | |||
Relevant System. | ||||
Director | A Director of the Company for the time being. | |||
Director Resolution | A resolution of the Members in general meeting or in | |||
writing concerning the appointment or removal of | ||||
one or more Directors | ||||
dividend | Includes bonus. | |||
Eligible Transferee | Has the meaning defined in Article 10(1). | |||
equity securities | Has the meaning defined in Article 4(84(10). | |||
ERISA | The United States of America Employee Retirement | |||
Income Security Act of 1974, as amended. | ||||
Euroclear | Euroclear UK & IrelandInternationalLimited, | |||
formerly CRESTCo Limited, the Operator or such | ||||
other person as may for the time being be approved | ||||
by H.M. Treasury as Operator under the Regulations. | ||||
Euroclear Member | An institution which holds interests in Shares on | |||
behalf of its clients through Euroclear as a member | ||||
of Euroclear. | ||||
Executor | Includes an administrator. | |||
Extraordinary Resolution | A resolution of the Members in general meeting | |||
passed by a majority of not less than three quarters | ||||
of the votes recorded, including, where there is a | ||||
poll, any votes cast by proxy, and as defined as a | ||||
special resolution pursuant to the Law. | ||||
Grandfathering Date | Has the meaning defined in Article 10(18). | |||
Group | Any holding company of the Company and any | |||
subsidiary of such holding company and any | ||||
subsidiary of the Company. | ||||
Guernsey Regulations | The | Uncertificated | Securities | (Guernsey) |
Regulations, 2009 (as amended from time to time). |
ISIN | An International Securities Identification Number. |
Law | The Companies (Guernsey) Law 2008, as amended, |
extended or replaced and any Ordinance, statutory | |
instrument or regulation made thereunder. |
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Liquidator | Any liquidator of the Company appointed at any |
time under the Law. | |
London Stock Exchange | The London Stock Exchange plc. |
Mandatory Offer | Has the meaning defined in Article 20(14). |
Mandatory Offeror | Has the meaning defined in Article 20(14). |
Member | In relation to Shares means the person whose name |
is entered in the Register as the holder of the | |
Shares and includes any person entitled on the | |
death, disability or insolvency of a Member. | |
Memorandum | The Memorandum of Incorporation of the Company. |
month | Calendar month. |
NAV | (a) In relation to the Company, the net asset value |
of the Company as a whole on the relevant date | |
calculated in accordance with the Company's normal | |
accounting policies; and | |
(b) in relation to an Ordinary Share, the net asset | |
value of the Company as a whole on the relevant | |
date calculated in accordance with the Company's | |
normal accounting policies divided by the total | |
number of Ordinary Shares then in issue. | |
New Limitation | Has the meaning defined in Article 10(18). |
Non-Certifying Shareholder | Has the meaning defined in Article 14(17). |
Non-ERISA Plans | Has the meaning defined in Article 10(17). |
Non-Qualified Holder | Any person, as determined by the Directors, to |
whom a sale or transfer of Shares, or in relation to | |
whom the holding of Shares: (a) would or could be | |
in breach of the laws or requirements of any | |
jurisdiction or governmental authority or in | |
circumstances (whether directly or indirectly | |
affecting such person, and whether taken alone or in | |
conjunction with other persons, connected or not, or | |
any other circumstances appearing to the Directors | |
to be relevant); (b) might result in the Company | |
incurring a liability to taxation or suffering a | |
pecuniary, fiscal, administrative or regulatory | |
disadvantage, including, but not limited to, the | |
Company being required to register as an | |
"investment company" under the U.S. Investment | |
Company Act, the Company becoming a "controlled | |
foreign corporation" within the meaning of the U.S. | |
Code, the Company no longer being a "foreign | |
private issuer for the purposes of the US Exchange | |
Act, the assets of the Company being deemed to be | |
plan assets of a Benefit Plan Investor or the | |
Company otherwise not being in compliance with the | |
U.S. Investment Company Act, ERISA, the U.S. Code | |
or any other provision of U.S. federal or state law. |
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Office | The registered office at any time of the Company. | ||
Operator | The authorised operator (as defined in the | ||
Regulations) of the Relevant System. | |||
Ordinary Shares | The redeemable Ordinary Shares of no par value in | ||
the Company with the rights and duties as set out in | |||
Article 5. | |||
Ordinary Shareholder | In relation to Ordinary Shares, the person whose | ||
name is entered in the Register as the holder of the | |||
Ordinary Shares and includes any person entitled on | |||
the death, disability or insolvency of an Ordinary | |||
Shareholder. | |||
proxy | Includes attorney. | ||
Qualified Purchaser | A qualified purchaser within the meaning of Section | ||
2(a)(51)(A) and related rules of the U.S. Investment | |||
Company Act. | |||
Register | The register of Members kept pursuant to the Law. | ||
Regulations | The Uncertificated Securities Regulations 2001 of | ||
the United Kingdom or the Guernsey Regulations, in | |||
each | case including any | modification or | |
re-enactment thereof and any subordinate | |||
legislation or rules made under them for the time | |||
being in force. | |||
Relevant Percentage | The percentage of Ordinary Shares to be | ||
compulsorily redeemed by the Company on a | |||
Compulsory Redemption Date. | |||
Relevant System | Any computer based system and its related facilities | ||
and procedures that is provided by an Operator and | |||
by means of which title to units of a security can be | |||
evidenced and transferred in accordance with the | |||
Regulations, without a written instrument. | |||
Restricted Person | Any Non-Qualified Holder who is, or who is deemed | ||
to be, or who appears to the Directors to be: (a) a | |||
U.S. Person that is not a Qualified Purchaser; (b) a | |||
Benefit Plan Investor; or (c) a citizen or resident of | |||
the United States or a relative of a citizen or | |||
resident of the United States, a U.S. partnership, a | |||
U.S. corporation or a certain type of estate or trust, | |||
and ownership of any shares or any other equity | |||
securities of the Company by such person would | |||
materially increase the risk that the Company could | |||
be or become a "controlled foreign corporation" | |||
within the meaning of the U.S. Code. For the | |||
purpose of this definition, where the Directors | |||
resolve that they have made reasonable enquiries | |||
and they are unable to determine whether or not a | |||
person has an interest in any | particular shares or | ||
other | securities, the shares | or other securities |
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concerned shall be deemed to be Restricted | |
Securities and all persons interested in them to be | |
Restricted Persons. | |
Restricted Security | Any share or other security of the Company in which |
a Restricted Person or other Non-Qualified Holder | |
has an interest. | |
RIS | A regulatory information service. |
Seal | Has the meaning defined in Article 30. |
Secretary | Includes a temporary or assistant secretary and any |
person appointed by the Board to perform any of | |
the duties of secretary of the Company. | |
Shares | The Ordinary Shares and/or the ZDP Shares, as the |
context may require. | |
Sponsor | A company, person or firm admitted by Euroclear to |
act as sponsor under the CREST Rules. | |
Statutes | Every Order in Council, Act or Ordinance and every |
statutory instrument or regulation made under any | |
of the foregoing, for the time being in force | |
concerning companies registered in Guernsey and | |
affecting the Company. | |
Takeover Code | The City Code on Takeovers and Mergers. |
Trust | The term "Trust" shall mean any trust provided for |
in Article 10(18). | |
Trustee | The Person unaffiliated with the Company that is |
appointed by the Company to serve as trustee of a | |
Trust. | |
Uncertificated | A unit of a Guernsey security, title to which is |
recorded on the relevant register of securities as | |
being held in uncertificated form, and title to which | |
may be transferred by means of the Relevant | |
System; and "Certificated" means a unit of a | |
Guernsey security which is not an Uncertificated | |
unit. | |
United Kingdom | The United Kingdom of Great Britain and Northern |
Ireland. | |
U.S. Code | The United States Internal Revenue Code of 1986, |
as amended. | |
U.S. Exchange Act | The United States Securities Exchange Act of 1934, |
as amended. | |
U.S. Holder | Has the meaning assigned to "United States Person" |
in Section 957(c) of the U.S. Code. | |
U.S. Investment Company Act | The United States Investment Company Act of 1940, |
as amended. |
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U.S. Ownership Limit | Has the meaning defined in Article 10 (18). |
U.S. Person | Has the meaning given to it in Regulation S under |
the U.S. Securities Act of 1933, as amended. | |
U.S. Securities Act | The United States Securities Act of 1933, as |
amended. | |
U.S. Subscriber | Has the meaning defined in Article 10(15). |
U.S. Transferee | Has the meaning defined in Article 10(15). |
United States | The United States of America, its territories and |
possessions any state of the United States and the | |
District of Columbia. | |
Working Day | A day which is not a Saturday, a Sunday, Christmas |
Day or Good Friday or a day appointed as a public | |
holiday by Ordinance of the States of Guernsey. | |
ZDP Liquidation Resolution | Has the meaning defined in Article 6(10). |
ZDP Recommended Resolution | Has the meaning defined in Article 6(11). |
ZDP Reconstruction Resolution | Has the meaning defined in Article 6(15). |
ZDP Repayment Date | 1 October 2022. |
ZDP Shares | Zero dividend redeemable preference Shares of no |
par value in the Company issued on or around 22 | |
June 2009 and exchanged on or around 1 October | |
2015 with the rights and duties set out in Article 6. |
2. INTERPRETATION
- The singular includes the plural and vice versa.
- The masculine includes the feminine.
- Words importing persons include corporations.
- Expressions referring to writing include any mode of representing or reproducing words (but only to the extent that (a) the Directors so resolve, either generally or in relation to particular categories of document, and (b) (the recipient (if not the Company) has requested or agreed) including electronic communication.
- References to enactments shall include references to any modifications or re-enactments thereof for the time being in force.
- The word "may" shall be construed as permissive and the word "shall" shall be construed as imperative.
- Subject to the above, any words defined in the Statutes shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
- The headings are inserted for convenience only and shall not affect the interpretation of these Articles.
- The expression "officer" shall include a Director, manager and the Secretary, but shall not include an auditor.
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- Any words or expressions defined in the Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.
- The expressions "communication" and "electronic communication" shall have the same respective meanings as in the Electronic Communications Act 2000, the latter including, without limitation, e-mail,facsimile, CD-Rom,audio tape and telephone transmission and (in the case of electronic communication by the Company in accordance with Article 37(4)) publication on a web site.
- The expression "address" shall include, in relation to electronic communication, any number or address used for the purposes of such communication.
- BUSINESS
Any branch or kind of business which by the Memorandum or by these Articles is either expressly or impliedly authorised to be undertaken may be undertaken or suspended at any time by the Board whether commenced or not. - SHARES
(1)
(2)
(3)
(4)
(5)
Subject to any special rights conferred by the Articles on the holders of any class of Shares and to the other provisions of the Articles, the Company shall have power to issue an unlimited number of Ordinary Shares of no par value each and an unlimited number of ZDP Shares of no par value each.
Subject to the provisions of the Law, any preference Shares may, with the sanction either of the Board or an ordinary resolution, be issued on terms that they are or at the option of the Company or the holder are liable to be redeemed on such terms and in such manner as the Company before the issue may by ordinary resolution determine and subject to and in default of such determination as the Board may determine.
Subject to the provisions of the Law, the Ordinary Shares may, with the sanction of the Board, be issued on such terms that they are, or at the option of the Company are, liable to be redeemed on such terms and in such manner as the Board may determine.
The Ordinary Shares shall be redeemable at the option of the Board who, subject to the provisions of Articles 5(5) to 5(14) inclusive, may determine the terms, conditions, and manner of redemption of any such Ordinary Shares.
- The Company may from time to time, subject to the provisions of the Statutes and any special rights conferred by the Articles on the holders of any class of Shares, and in accordance with guidelines from time to time established by the Board, purchase its own Shares (including any redeemable preferenceShares) in any manner authorised by the Statutes and make payment in respect of such purchase out of its distributable profits, the proceeds of a fresh issue of Shares or otherwise.
- (4) If at any time the Share capital of the Company is divided into Shares of different classes, all or any of the rights for the time being attached to any Share or class of Shares (and notwithstanding that the Company may or may be about to be in liquidation) may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters of the total number of the issued Shares of the relevant class or with the sanction of an Extraordinary Resolution passed at a separate general meeting of the holders of Shares of the class duly convened and held as provided in these Articles, but so that (a) the necessary quorum at such meeting (other than an adjourned
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JZ Capital Partners Ltd. published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2024 09:41:01 UTC.