Tetragon Financial
Group Limited Announcement of Tender Offer to Purchase $50,000,000 of Tetragon Non-Voting Shares
LONDON, March 10, 2022 -- 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 7 March 2022, 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 $9.75 per share. The tender offer is
expected to expire at 11:59 p.m. (ET)
on 7 April 2022, unless extended or
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
$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. If, based
on the determined purchase price, more than $50,000,000 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tendered and not properly withdrawn, valid tenders made below the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
11 April 2022, 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/2022
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's non-voting shares are traded on Euronext in Amsterdam, a regulated market of Euronext
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: |
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Yuko Thomas |
Prosek Partners |
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Investor Relations |
Pro-tetragon@prosek.com |
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ir@tetragoninv.com |
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United States |
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United Kingdom |
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Ryan FitzGibbon |
Remy Marin |
Henrietta Dehn |
Alexa Bethell |
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+1 646 818 9298 |
+1 646 818 9234 |
+44 7717 281 665 |
+44 7940 166 251 |
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) ("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 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.
SOURCE Tetragon Financial Group Limited