TFGS Tetragon Financial Group Limited

 
TIDMTFG 
 
Tetragon Financial Group Limited Announcement of Tender Offer to Purchase 
                   $25,000,000 of Tetragon Non-Voting Shares 
 
LONDON, Nov. 6, 2020 /PRNewswire/ -- 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 October 30, 2020, will be conducted as a 
"modified Dutch auction" with shareholders able to tender their Tetragon 
non-voting shares at prices ranging from and including $8.00 up to and 
including $9.50 per share.  The tender offer is expected to expire at 11:59 
p.m. (EST) on December 8, 2020, unless terminated earlier.  J.P. Morgan 
Securities plc (which conducts its U.K. investment banking business as J.P. 
Morgan Cazenove) ("J.P. Morgan") 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, 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and not properly withdrawn, valid tenders made below the determined purchase 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 will be accepted in full, while valid tenders made at the determined 
purchase price will be subject to proration. The determined purchase price, as 
well as the proration factor (if applicable), is expected to be announced on or 
about December 10, 2020, 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-repurchases/2020 
 
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 +44 37 0707 4040. 
Shareholders are urged to read these materials carefully prior to making any 
decision with respect to the tender offer. 
 
Contacts: 
 
Computershare: +44 37 0707 4040 
 
About Tetragon: 
 
Tetragon is a closed-ended investment company that invests in a broad range of 
assets, including public and private equities and credit (including distressed 
securities and structured credit), convertible bonds, real estate, venture 
capital, infrastructure, bank loans 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 Pro-tetragon@prosek.com 
ir@tetragoninv.com United States                         United Kingdom 
                   Andy Merrill and Ryan Fitzgibbon      Harriet Sloane 
                   +1 212 279 3115 ext. 216 and ext. 234 +44 (0) 7771 810 803 
 
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 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

November 06, 2020 02:00 ET (07:00 GMT)

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