Tetragon Financial Group Ltd Notification of a Tender Offer

 
TIDMTFG 
 
Tetragon Financial Group Limited Announcement of Tender Offer to Purchase 
                       $50,000,000 of Non-Voting Shares 
 
LONDON, Dec. 24, 2018 -- Tetragon today announces the commencement of a tender 
offer to purchase a portion of its outstanding non-voting shares for a maximum 
aggregate payment of $50,000,000 in cash. The tender offer, which was initially 
announced by Tetragon on December 19, 2018, will be conducted as a "modified 
Dutch auction" with shareholders able to tender their Tetragon non-voting 
shares at prices ranging from and including $11.50 up to and including $12.90 
per share.  The tender offer is expected to expire at 11:59 p.m. (EST) on 
January 24, 2019, unless terminated earlier.  J.P. Morgan Securities plc (which 
conducts its U.K. investment banking business as J.P. Morgan Cazenove) will act 
as dealer manager for the tender offer and Computershare Investor Services PLC 
("Computershare") 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, Computershare, as tender agent, will determine the 
lowest price per share within the range that will enable Tetragon to purchase 
$50,000,000 in value of Tetragon non-voting shares, or a lower amount if the 
tender offer is not fully subscribed.  All shares purchased by Tetragon 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 January 28, 2019, 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: 
 
https://www.tetragoninv.com/investors/share-repurchases/2018 
 
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 Computershare at [phone]. 
Shareholders are urged to read these materials carefully prior to making any 
decision with respect to the tender offer. 
 
Contacts 
Computershare: [phone] 
 
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, 
private equity, infrastructure and TFG Asset Management, a diversified 
alternative asset management business.  Where appropriate, 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        Prosek Partners 
 
Investor Relations Andy Merrill and Ryan FitzGibbon 
 
[e-mail] [phone] ext. 216 and ext. 234 
 
                   [e-mail] 
 
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 Tetragon's expectations and 
beliefs concerning future events impacting Tetragon and therefore involve a 
number of risks and uncertainties.  Forward-looking statements are not 
guarantees of future performance, and Tetragon'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 Tetragon does not 
undertake to update its forward-looking statements unless required by law. 
 
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, 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. 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, as amended, 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. 
 
ANY DECISION TO PARTICIPATE IN THE TENDER OFFER SHOULD ONLY BE MADE ON THE 
BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE SHAREHOLDER OF TETRAGON'S 
PUBLICLY AVAILABLE INFORMATION. NEITHER J.P. MORGAN SECURITIES PLC 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 
TETRAGON'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; (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. Persons distributing this announcement must satisfy themselves 
that it is lawful to do so. 
 
J.P. Morgan Securities plc, which is authorised by the U.K. Prudential 
Regulation Authority and regulated by the UK Financial Conduct Authority and 
the Prudential Regulation Authority in the United Kingdom, is acting 
exclusively for Tetragon and for no one else in connection with the tender 
offer and will not be responsible to anyone (whether or not recipient of the 
tender offer) other than Tetragon for providing the protections afforded to the 
clients of  J.P. Morgan Securities plc or for providing advice in relation to 
the tender offer. 
 
 
 
END 
 

(END) Dow Jones Newswires

December 24, 2018 02:00 ET (07:00 GMT)