TFG and its subsidiary, the Tetragon Financial Group Master Fund Limited (the "Master
Fund") today announced the commencement of a tender offer (the "Offer") to purchase a
portion of the outstanding non-voting shares of TFG for a maximum aggregate payment of
$50,000,000 in cash. The Offer, which was initially announced by TFG on January 31, 2014,
will be conducted as a "modified Dutch auction" with shareholders able to tender their TFG
non-voting shares at prices ranging from $10.30 up to and including $11.50 per share (in
increments of $0.10). The Offer is expected to expire at 11:59 p.m. Eastern Daylight Time
on March 10, 2014, unless terminated earlier. Deutsche Bank AG, London Branch ("Deutsche
Bank") will act as dealer manager for the Offer and KAS BANK N.V. will act as tender agent
for the Offer.
Eligible shareholders will be able to indicate how many TFG 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, Deutsche Bank
will determine the lowest price per share within the range that will enable the Master
Fund to purchase $50,000,000 in value of TFG non-voting shares, or a lower amount if the
Offer is not fully subscribed. All shares purchased by the Master Fund in the 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 March 14, 2014, and TFG
expects the purchase of shares in the Offer would be settled promptly thereafter.
The 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 TFG. 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 TFG's website at the following URL:
http://www.tetragoninv.com/investor/reports/share_repurchase/2014.aspx
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 the dealer manager for the Offer, Deutsche Bank, at +44-207-54-75393. Shareholders
are urged to read these materials carefully prior to making any decision with respect to
the Offer.
About TFG
TFG is a Guernsey closed-ended investment company traded on NYSE Euronext in Amsterdam
under the ticker symbol "TFG". TFG 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
convertible bonds. TFG invests its capital through the Master Fund.
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 TFG and the Master Fund's expectations and beliefs
concerning future events impacting TFG and therefore involve a number of risks and
uncertainties. Forward-looking statements are not guarantees of future performance, and
TFG'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 TFG does
not undertake to update its forward-looking statements unless required by law.
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 U.S. 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 U.S. 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.
Contacts
Deutsche Bank: Raymond Daamen (+44-207-54-75393)
PRN NLD
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