TFG today announced the final results of the "modified Dutch auction" tender offer
(the "Offer") by its subsidiary, the Tetragon Financial Group Master Fund Limited (the
"Master Fund") to purchase a portion of the outstanding non-voting shares of TFG for a
maximum aggregate payment of $150,000,000 in cash. The Offer expired at 5:30 p.m., Central
European Time, on Tuesday, December 4, 2012.
Deutsche Bank AG, London Branch ("Deutsche Bank") acted as dealer manager for the
Offer and KAS BANK N.V. acted as tender agent for the Offer. As dealer manager, Deutsche
Bank determined the final purchase price at which the Master Fund will purchase shares in
the Offer and the final proration factor.
In accordance with the terms of the Offer, the Master Fund has accepted for purchase
15,384,615 TFG non-voting shares at a purchase price of $9.75 per share. The aggregate
cost of this purchase is $149,999,996.25, excluding fees and expenses relating to the
Offer. A total of 18,143,697 TFG non-voting shares were properly tendered and not
withdrawn at or below the purchase price of $9.75 per share. Because more than
$150,000,000 in value of TFG non-voting shares was properly tendered and not properly
withdrawn, the Offer was subject to proration pursuant to the terms of the Offer, with
appropriate adjustments to avoid purchases of fractional shares. The final proration
factor for the Offer is 84.8%, rounded to the first decimal place.
The Master Fund will promptly make payment for the shares validly tendered and
accepted for purchase. All shares tendered and not purchased in the Offer will be promptly
returned to the tendering shareholders.
TFG is a Guernsey closed-ended investment company traded on NYSE Euronext in Amsterdam
under the ticker symbol "TFG" that aims to provide stable returns to investors across
various credit, equity, interest rate and real estate cycles. TFG maintains two key
business segments: an investment portfolio and an asset-management platform. Both segments
cover a broad range of assets including bank loans, real estate, equities, credit and
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 US Securities Act of
1933 (the "Securities Act"), 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 US 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 ("FMSA") as a collective investment scheme from a
designated country. This release constitutes regulated information ("gereglementeerde
informatie") within the meaning of Section 1:1 of the FMSA.
1. The full final proration factor is 84.7931653620538%.
For Investor Relations Inquiries:
David Wishnow/Yuko Thomas
For Press Inquiries:
Andrew Garfield/Gill Ackers/Brian Buckley
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