Tetragon Financial Group Ltd Tender Offer

 
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 [phone]. 
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 ([phone]) or Stephen 
Lambrix ([phone]) 
 
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, [phone] 
8327, [e-mail]; [e-mail] 
 
SOURCE   Tetragon Financial Group Limited 
 
 
 
 
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(END) Dow Jones Newswires

November 09, 2016 02:00 ET (07:00 GMT)