Tetragon Financial
Group Limited Announcement of Tender Offer to Purchase $65,000,000 of Tetragon Non-Voting Shares
LONDON, Nov. 8, 2017 /PRNewswire/ -- Tetragon and its
subsidiary Tetragon Financial Group Master Fund Limited announce
the commencement of a tender offer to purchase a portion of the
outstanding non-voting shares of Tetragon for a maximum aggregate
payment of $65,000,000 in cash. The
tender offer, which was initially announced by Tetragon on
October 31, 2017, will be conducted
as a "modified Dutch auction" with shareholders able to tender
their Tetragon non-voting shares at prices ranging from and
including $12.60 up to and including
$14.00 per share. The tender offer is
expected to expire at 11:59 p.m.
(EST) on December 7, 2017,
unless terminated earlier. Deutsche Bank AG, London Branch will act as dealer manager for
the tender offer and Computershare Investor Services PLC will act
as tender agent for the tender offer.
Eligible shareholders will be able to indicate how many Tetragon
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 Tetragon Master Fund to purchase $65,000,000 in value of Tetragon non-voting
shares, or a lower amount if the tender offer is not fully
subscribed. All shares purchased by the Tetragon Master Fund in the
tender 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 12, 2017, and Tetragon expects the
purchase of shares in the tender offer would be settled promptly
thereafter.
The tender 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 Tetragon. 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 Tetragon's website at the
following URL:
http://www.tetragoninv.com/investors/share-price-centre/share-repurchase-programmes/2017
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 +49 69 9103 0128. Shareholders are urged to read
these materials carefully prior to making any decision with respect
to the tender offer.
Contacts:
Deutsche Bank AG, London
Branch: Andreas Franzen (+49 69 9103
0128) or Stephen Lambrix (+1 212 250
8339)
About Tetragon:
Tetragon is a closed-ended investment company that invests in a
broad range of assets, including bank loans, real estate, equities,
credit, convertible bonds and infrastructure and TFG Asset
Management, a diversified alternative asset management business.
Where sensible, through TFG Asset Management, Tetragon seeks to own
all, or a portion, of asset management companies with which it
invests in order to enhance the returns achieved on its capital.
Tetragon's investment objective is to generate distributable income
and capital appreciation. It aims to provide stable returns to
investors across various credit, equity, interest rate, inflation
and real estate cycles. The company is traded on Euronext in
Amsterdam N.V. and on the Specialist Fund Segment of the main
market of the London Stock Exchange. For more information please
visit the company's website at www.tetragoninv.com.
Tetragon: |
Press Inquiries: |
|
|
Yuko Thomas
Investor Relations
ir@tetragoninv.com |
Prosek Partners
Andy Merrill and Ryan FitzGibbon
+1 212 279 3115 ext. 216 and ext. 234
Pro-tetragon@prosek.com |
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 Tetragon have not been and will not be registered
under the U.S. Securities Act of 1933 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. Tetragon 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,
Tetragon 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. Tetragon 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.
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; (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 Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005; 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 tender offer may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). The tender 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.
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.