Tetragon Financial Group Ltd Tender Offer
09 November 2016 - 6:00PM
UK Regulatory
TIDMTFG
Tetragon Financial Group Master Fund Limited Announces Tender Offer to Purchase
$50,000,000 of Tetragon Financial Group Limited ("TFG") Non-Voting Shares
LONDON, Nov. 9, 2016 -- 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
SOURCE Tetragon Financial Group Limited
END
(END) Dow Jones Newswires
November 09, 2016 02:00 ET (07:00 GMT)
Tetragon Financial (LSE:TFG)
Historical Stock Chart
From Apr 2024 to May 2024
Tetragon Financial (LSE:TFG)
Historical Stock Chart
From May 2023 to May 2024