Tetragon Financial Group Ltd Notification of a Tender Offer

 
TIDMTFG 
 
Tetragon Financial Group Limited Announcement of Tender Offer to Purchase 
                   $25,000,000 of Tetragon Non-Voting Shares 
 
LONDON, March 9, 2023 -- 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 $25,000,000 in cash. The tender offer, which was initially 
announced by Tetragon on 3 March 2023, will be conducted as a "modified Dutch 
auction" with shareholders able to tender their Tetragon non-voting shares at 
prices ranging from and including $9.25 up to and including $11.00 per share. 
The tender offer is expected to expire at 11:59 p.m. (ET) on 6 April 2023, 
unless extended or 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 
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, J.P. Morgan, as dealer manager, will determine the 
lowest price per share within the range that will enable Tetragon to purchase 
$25,000,000 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.  If, based on the determined 
purchase price, more than $25,000,000 in value of shares are properly tendered 
and not properly withdrawn, valid tenders made below the determined purchase 
price are expected to be accepted in full, except in the limited circumstances 
described below, while valid tenders made at the determined purchase price will 
be subject to proration.  However, if the pro rata reduction of the number of 
shares eligible to be purchased at the determined purchase price is 
insufficient to reduce the value of the shares to be purchased to $25,000,000, 
then none of the shares tendered at the determined purchase price will be 
purchased, and instead there will be a pro rata reduction in the purchase of 
shares tendered at the next highest price below the determined purchase price 
to the extent necessary to reduce the value of shares purchased to $25,000,000. 
The determined purchase price, as well as the proration factor (if applicable), 
is expected to be announced on or about 11 April 2023, 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/shareholders/share-repurchases 
 
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 Guernsey closed-ended investment company. Its non-voting shares 
are listed on Euronext in Amsterdam, a regulated market of Euronext Amsterdam 
N.V., and also traded on the Specialist Fund Segment of the Main Market of the 
London Stock Exchange. Our investment manager is Tetragon Financial Management 
LP.  Find out more at www.tetragoninv.com. 
 
Tetragon:          Press Inquiries: 
 
Yuko Thomas        Prosek Partners 
Investor Relations [e-mail] 
[e-mail] [phone] 
                   [phone] 
 
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 (2014/596/EU), or EU MAR, and of the UK version 
of EU MAR as it forms part of UK law by virtue of the European Union 
(Withdrawal) Act (as amended). 
 
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 (Autoriteit Financiële Markten) 
under Section 1:107 of the Dutch Financial Markets Supervision Act as an 
alternative investment fund from a designated state. 
 
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 UK 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

March 09, 2023 02:00 ET (07:00 GMT)