Interim Management Statement

JZ CAPITAL PARTNERS LIMITED

(Registration No. 48761)

Registered Office:

2ND FLOOR, REGENCY COURT, GLATEGNY ESPLANADE, ST. PETER PORT,

GUERNSEY, GY1 3NQ

___________________________

TELEPHONE: + 44 1481 720321

FACSIMILE: + 44 1481 716117

E-MAIL: [email protected]

Interim Management Statement

21 December 2010

JZ Capital Partners Limited (LSE:JZCP) ("JZCP" or the "Company"), a closed ended investment company incorporated in Guernsey whose corporate objective is to create a portfolio of investments in businesses primarily in the United States, but also in Europe, announces its Interim Management Statement ("IMS") for the period from 1 September 2010 to 30 November 2010.

Since 31 August 2010, the date of our six month interim statements, our net assets have increased 5.4% from $7.62 to $8.03 per share; however had we had not paid the $0.15 per share in dividends summarized below, the NAV would have increased 7.3%. This is due in part to an increase in the listed equities and the sale of GHW Holdings, Inc., a sale that occurred in the first week of December. The 30 November 2010 results shown below are pro forma for this sale.

The GHW Holdings, Inc. sale was a positive event for all. We redeemed our $4.0 million subordinated notes at par (plus $13.8 thousand of accrued interest) and received $5.1 million for our original $3.5 million preferred stock investment, creating a $1.6 million gain. The remaining $24.2 million was gain on our common stock. Although we had been writing this investment up over time, this sale still increased our NAV by $0.13 per share. We are pleased with these results and wish the company well in its "next life."

Other recent events include:

Business Update

As seen from the activities above, we are seeing some slight positive movement in the capital markets, making both realizations and acquisitions possible. We have several acquisitions in our business "verticals" that we hope will close in the next quarter or two. We are particularly excited about these strategic build-up opportunities.

Our microcap portfolio continues to perform well, with the exception of Dental Services, Inc. A series of both micro and macro issues induced us to take out the bank; once these issues are fixed, we plan on recapitalizing the company with outside financing.

Pro Forma Net Asset Value

For the three months ended 30 November 2010, JZCP's NAV increased by $26.6 million or 5.4%; however had we had not paid the $0.15 per share in dividends, the NAV would have increased 7.3%. Since 28 February 2010, the date to which the last audited accounts were prepared, our NAV has increased 14.1%; however had we not paid the $0.15 dividends summarized above, as well as the $0.065 dividend paid to shareholders on 1 April 2010, the NAV would have increased 17.1%.

(1) Pro forma for the post period end sale of GHW Holdings, Inc.

(2) Per JZCP Board.

Pro Forma Balance Sheet

Below is a summary of JZCP's balance sheet as of the relevant dates:

(1) Pro forma for the post period end sale of GHW Holdings, Inc.

(2) Includes accrued dividends on Listed Equities.

Portfolio

At 30 November 2010, the Company's investment assets consisted of 40 investments totaling $425.1 million broken out as follows:

Note: Pro forma for the post period end sale of GHW Holdings, Inc.

50.2% of the portfolio is invested in "liquid" assets, which consist of cash, listed equity, and listed debt. These asset classes are valued at third party listed prices. The remaining 49.8% of the portfolio is invested in private investments in micro-caps or mezzanine investments. These investments are valued at fair value by the Directors of JZCP quarterly. As a point of reference, the average purchase multiple of the micro-cap investments was 6.1x. The current average enterprise multiple used at 30 November 2010 was 6.0x. In addition, our micro-cap businesses continue to be leveraged at just over 1.0x trailing twelve months EBITDA.

For the three months ended 30 November 2010, our listed equities increased 21.9%. Our listed bank debt, both first and second lien investments, decreased by 34.9%, which is due to the repayment of our investments in Harrington Holdings, Inc., PETCO Animal Supplies, Inc., SCS Holdings II, Inc. and Intergraph Corporation. Our mezzanine investments decreased by 22.5%, which is due to the repayment of our mezzanine investment in Roofing Supply Group, Inc. The micro-cap portfolio increased 6.6% during the three month period, as the increase in value of selected investments, combined with the Salter Labs acquisition and the additional Dental Service, Inc. investment, was offset by the GHW Holdings, Inc. sale mentioned above. Note that of the 22 mezzanine and micro-cap investments, 21 are current on their interest payments as of 30 November 2010.

At 30 November 2010, 46.7% of the JZCP investments were valued below cost, and 53.3% were valued at or in excess of cost.

The top ten investments as of 30 November 2010 were as follows:

Note: Pro forma for the post period end sale of GHW Holdings, Inc.

The portfolio is diversified across the following business sectors:

Note: Pro forma for the post period end sale of GHW Holdings, Inc.

 About JZCP

JZCP is a closed ended investment company incorporated in Guernsey. The Company's corporate objective is to create a portfolio of investments in businesses primarily in the United States, but also in Europe, providing a superior overall return comprised of a current yield and significant capital appreciation. The Company's strategies include investments in micro-cap buyouts, mezzanine loans (sometimes with equity participations) and high yield securities, senior secured debt and second lien loans and other debt and equity opportunities. The Company's Ordinary Shares and Zero Dividend Preferred Shares are listed on the London Stock Exchange.

All Enquiries:

Butterfield Fulcrum Group (Guernsey) Limited

The Company Secretary

2nd Floor, Regency Court

Glategny Esplanade

St Peter Port

Guernsey

GY1 3NQ

Tel: 01481 720321

Fax: 01481 716117