LONDON, Nov. 9, 2016 /PRNewswire/ -- TFG and its
subsidiary, the Tetragon Financial Group Master Fund Limited (the
"Master Fund") today announced the commencement of a tender offer
(the "Offer") to purchase a portion of the outstanding non-voting
shares of TFG for a maximum aggregate payment of $50,000,000 in cash. The Offer, which was
initially announced by TFG in its quarterly report for the quarter
ended September 30, 2016, will be
conducted as a "modified Dutch auction" with shareholders able to
tender their TFG non-voting shares at prices ranging from and
including $10.80 up to and including
$12.00 per share. The Offer is
expected to expire at 1.00 p.m.
London Time on December 8, 2016,
unless terminated earlier. Deutsche Bank AG, London Branch ("Deutsche Bank") will act as
dealer manager for the Offer and Computershare will act as tender
agent for the Offer.
Eligible shareholders will be able to indicate how many TFG
non-voting shares and at what price or prices within the specified
range they wish to tender. Based on the number of shares tendered
and the prices specified by the tendering shareholders, Deutsche
Bank will determine the lowest price per share within the range
that will enable the Master Fund to purchase $50,000,000 in value of TFG non-voting shares, or
a lower amount if the Offer is not fully subscribed. All shares
purchased by the Master Fund in the Offer will be purchased at the
same price. The determined purchase price, as well as the proration
factor (if applicable) is expected to be announced on or about
December 13, 2016, and TFG expects
the purchase of shares in the Offer would be settled promptly
thereafter.
The Offer is not conditioned upon the receipt of any minimum
number of shares being tendered.
This release is for informational purposes only and is neither
an offer to buy nor the solicitation of an offer to sell any shares
of TFG. The full details of the tender offer, including complete
instructions on how to tender shares, are included in the
offer to purchase which is available on TFG's website at the
following URL:
http://www.tetragoninv.com/investors/share-price-centre/share-repurchase-programmes/2016.
Shareholders should read carefully the offer to purchase because
it contains important information. Shareholders may obtain
electronic copies of this document free of charge by calling
Deutsche Bank at +44 207 54 59011. Shareholders are urged to read
these materials carefully prior to making any decision with respect
to the Offer.
About TFG
TFG is a Guernsey closed-ended investment company traded on
Euronext Amsterdam N.V. under the ticker symbol "TFG.NA" and on the
Specialist Fund Segment of the main market of the London Stock
Exchange plc under the ticker symbol "TFG.LN". TFG aims to provide
stable returns to investors across various credit, equity, interest
rate, inflation and real estate cycles. TFG's investment portfolio
comprises a broad range of assets, including a diversified
alternative asset-management business (TFG Asset Management), and
covers bank loans, real estate, equities, credit, convertible bonds
and infrastructure.
Forward-Looking Statements
This press release contains forward-looking statements. These
forward-looking statements include all matters that are not
historical facts. These forward-looking statements are made based
upon TFG's and the Master Fund's expectations and beliefs
concerning future events impacting TFG and therefore involve a
number of risks and uncertainties. Forward-looking statements are
not guarantees of future performance, and TFG's actual results of
operations, financial condition and liquidity may differ materially
and adversely from the forward-looking statements contained in this
press release. Forward-looking statements speak only as of the day
they are made and TFG does not undertake to update its
forward-looking statements unless required by law.
Contacts
Deutsche Bank AG, London
Branch: Andreas Franzen (+44 207 54
59011) or Stephen Lambrix (+1 212
250 8339)
This release contains inside information within the meaning
of Article 7(1) of the EU Market Abuse Regulation.
This release does not contain or constitute an offer to sell or
a solicitation of an offer to purchase securities in the United States or any other jurisdiction.
The securities of TFG have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States or to U.S. persons unless they are registered under
applicable law or exempt from registration. TFG does not intend to
register any portion of its securities in the United States or to conduct a public offer
of securities in the United
States. In addition, TFG has not been and will not be
registered under the U.S. Investment Company Act of 1940, and
investors will not be entitled to the benefits of such Act. TFG is
registered in the public register of the Netherlands Authority for
the Financial Markets under Section 1:107 of the Financial Markets
Supervision Act as a collective investment scheme from a designated
country.
ANY DECISION TO PARTICIPATE IN THE OFFER SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE SHAREHOLDER OF
TFG'S PUBLICLY AVAILABLE INFORMATION. NEITHER DEUTSCHE BANK NOR ANY
OF ITS AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR
MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
ANNOUNCEMENT OR TFG'S AND THE MASTER FUND'S PUBLICLY AVAILABLE
INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS
SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING
DATE.
In the United Kingdom, this
announcement is being distributed to, and is directed at, only (a)
persons who have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (b) high net worth companies, and other persons to whom
it may otherwise lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order; or (c) persons to whom an invitation
or inducement to engage in an investment activity (within the
meaning of Section 21 of the Financial Services and Markets Act
2000) in connection with the Offer may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). The Offer is
available only to relevant persons. Any person who is not a
relevant person should not act or rely on this announcement or any
of its contents. Persons distributing this announcement must
satisfy themselves that it is lawful to do so.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the
United Kingdom, by the Prudential
Regulation Authority. It is subject to supervision by the European
Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the
Prudential Regulation Authority, and regulation by the Financial
Conduct Authority are available on request or from
www.db.com/en/content/eu_disclosures.htm.
Contact: Yuko Thomas, Investor
Relations, Country: United
Kingdom, +44 20 7901 8327, ythomas@tetragoninv.com;
ir@polygoninv.com
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SOURCE Tetragon Financial Group Limited